Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Equity Grants to Chief Executive Officer
On January 20, 2021, the Compensation Committee (the "Committee") of the Board
of Directors (the "Board") of Baudax Bio, Inc. (the "Company") approved 2020
bonus compensation for Gerri Henwood, Chief Executive Officer of the Company.
The Committee approved a total bonus amount of $222,480, to be paid 50% in cash
and 50% in equity of the Company in lieu of cash. In respect of the equity
portion of Ms. Henwood's 2020 bonus, the Committee issued 65,435 restricted
stock units ("RSUs") to Ms. Henwood, which will vest on December 15, 2021. The
settlement of these RSUs in common stock of the Company, par value $0.01 per
share ("Common Stock") is contingent upon the occurrence of the 2021 annual
evergreen renewal under the Company's 2019 Equity Incentive Plan (the "Plan").
If such evergreen renewal does not occur, these RSUs will be settled in cash.
On January 20, 2021, the Committee also granted equity awards to Ms. Henwood as
a portion of her 2021 compensation, consisting of both a stock option and
performance-based restricted stock units ("PRSUs"). The option award is with
respect to 821,168 shares of Common Stock and has an exercise price of $1.70 per
share. The option will vest monthly over forty-eight (48) months, provided that
no exercise may occur unless and until the 2021 annual evergreen renewal under
the Plan occurs. If such evergreen renewal does not occur, these options will be
forfeited. The PRSU award consists of 529,412 PRSUs, the vesting of which will
be tied to certain performance criteria. Units earned will vest and become
payable on January 20, 2024, subject to Ms. Henwood's continued service through
that date. If Ms. Henwood resigns with good reason or is terminated without
cause (an "Involuntary Termination") during the performance period, a pro-rata
portion of the PRSUs will remain outstanding and will vest based on actual
performance during the performance period. However, if such an Involuntary
Termination occurs during the applicable performance period and within one year
following a change in control, the full number of PRSUs will then vest
immediately. If an Involuntary Termination occurs after the end of the
performance period but before the otherwise applicable vesting date, any earned
units will then vest immediately. The settlement of these PRSUs in stock is
contingent upon the occurrence of the 2021 annual evergreen renewal under the
Plan, and if such evergreen renewal does not occur, these RSUs will be settled
in cash.
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