UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In order to better align CEO compensation with the interests of stockholders, the Compensation Committee of the Board of Directors of Vapotherm, Inc. (the “Company”) has elected to award 100% of the CEO’s 2022 annual equity grant in the form of three-year performance stock units (“PSUs”). Accordingly, on January 1, 2022, 159,343 PSUs were granted to Joseph Army, the Company’s President and Chief Executive Officer, pursuant to the Vapotherm, Inc. Amended and Restated 2018 Equity Incentive Plan (the “Equity Plan”), subject to adjustment as provided in the Equity Plan and PSU award agreement. As noted above, this PSU award represents 100% of Mr. Army’s long-term incentive opportunity for 2022 and is in lieu of any annual grant of time-based stock options or restricted stock units for 2022.
The form of award agreement for the PSU award provides, among other things, that (i) each PSU that vests represents the right to receive one share of the Company’s common stock, subject to adjustment as provided in the Equity Plan; (ii) the PSUs will vest based on, and subject to, achievement by the Company of certain revenue targets for the year ending December 31, 2024 (subject to adjustment as provided in the PSU award agreement and Equity Plan); (iii) threshold, target, stretch and maximum payout opportunities established for the PSU award will be used to calculate the number of shares that will be issuable when the award vests, which may range from 0% to 200% of the target amount; and (iv) the PSU award may vest immediately following a termination of service by reason of death or disability (as described in greater detail in the form of PSU award agreement). The revenue required for vesting of the PSU award at target (i.e. 159,343 shares vest) is net revenue of $147 million in calendar 2024.
The foregoing description of the form of PSU award agreement does not purport to be complete and is qualified in its entirety by reference to form of PSU award agreement itself, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Form of Performance Stock Unit Agreement for Executive Officers pursuant to the Vapotherm, Inc. Amended and Restated 2018 Equity Incentive Plan (filed herewith) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VAPOTHERM, INC. | ||||||
| By: | /s/ James A. Lightman | |||||
| James A. Lightman | ||||||
| Senior Vice President, General Counsel and Secretary | ||||||
| Date: January 4, 2022 | ||||||