ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;


           APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
           OFFICERS

(c) On January 21, 2021, the Board of Directors of Psychemedics Corporation (the "Company") approved the appointment of Andrew Limbek as Vice President and Controller of the Company, to take effect as of January 25, 2021. In such capacity Mr. Limbek, age 35, will serve as the Company's principal financial and accounting officer, and will be responsible for all internal and external financial reporting activities, as well as the Company's financial analysis and planning activities. He will report directly to the CEO. Mr. Limbek has over 12 years of finance and accounting experience. Most recently, he served as an accounting consultant at Applied Genetic Technologies Corporation, a publicly-held clinical stage biotechnology company, where he served as interim Financial Planning & Analysis Director and reported directly to the Chief Financial Officer of the company. From June, 2019 until March, 2020, he served as Controller at Racepoint Global, Inc., an international independent professional services agency. From January, 2018 until June, 2019, he served as Assistant Controller of Racepoint Global, Inc. From March, 2017 until January, 2018, Mr. Limbek served as a Senior Accounting Manager at Oxford Global Resources, LLC, a temporary staffing firm. From 2014 until February, 2017, he served as a Senior Manager at Bullpen Financial LLC, a financial services firm. He received his Bachelor's degree in Accounting from the University of New Hampshire and is a Certified Public Accountant in Massachusetts.

(e) 1. Mr. Limbek's employment will be at will. He will receive a salary of $170,000 per year and will share in the Company's cash performance bonus arrangements for executive officers and other employees for 2021 described below. Mr. Limbek was also granted stock unit awards effective as of January 25, 2021 covering 1,500 shares of the Company's common stock, that vest in quarterly annual increments commencing one year from the date of grant.

2. On January 21, 2021, the Compensation Committee of the Board of Directors of the Company approved the terms of cash performance bonus arrangements with certain executive officers, including the Company's Chief Executive Officer, its Executive Vice President, its Vice President - Laboratory Operations, its newly appointed Vice President and Controller and other employees for 2021 (the "cash bonus arrangements"). Bonus payments under the cash bonus arrangements are calculated and paid as follows:

Each participant has the opportunity to earn as bonus compensation up to an aggregate of an additional 25% of his or her Base Salary at the end of 2021 based on achievement of Company and individual goals. Each participant's target percentages consist of the following:

a. Up to 7.5% of Base Salary based on the Company's achievement of pre-determined


    domestic sales plan goals for 2021; plus

b. Up to 7.5% of Base Salary based on the Company's achievement of pre-determined


    earnings per share target for 2021; plus

c. Up to 10% of Base Salary based on the employee's achievement of pre-determined


    individual objectives for 2021.




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The foregoing targets (a), (b) and (c) are cumulative and achievement of any such target is not dependent upon achievement of any other listed target.

The Compensation Committee reserves the right to withdraw, amend, add to and terminate the cash bonus arrangements, or any portion of them, in its discretion at any time, including, but not limited to, changing or eliminating the threshold amounts giving rise to the payment of target percentages, determining the calculation of such threshold amounts, and adjusting threshold amounts to take into account special non-recurring items, in determining financial and individual performance.

Following the end of fiscal year 2021, the Chief Executive Officer will review and assess the performance of each of the other participants with respect to achievement of his or her individual goals and provide his recommendations thereon to the Compensation Committee. In addition, the Compensation Committee will review and assess the Chief Executive Officer's performance with respect to achievement of his individual goals. The Compensation Committee will then determine the level of payout of the portion of the Chief Executive Officer's bonus arrangement with respect to individual and Company goals, and each of the other participants, based on the Committee's review and assessment of the performance of each individual toward his or her individual goals and Company goals.





























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