UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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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. |
Matthew Pauls Employment Agreement
On December 13, 2022 (the “Effective Date”), Savara Inc. (“Savara”) and Matthew Pauls, Chair and CEO, entered into an amended and restated employment agreement (the “Pauls Amended Employment Agreement”). Under the terms of the Pauls Amended Employment Agreement, Mr. Pauls will receive an annual base salary of $595,000 and will be eligible to receive an annual performance-based bonus of up to 50% of his base salary, subject to achieving performance objectives established by the Board. Mr. Pauls is entitled to severance benefits in the event (i) Savara terminates his employment without “cause” (as defined in the Pauls Amended Employment Agreement); (ii) he resigns from such employment for “good reason” (as defined in the Pauls Amended Employment Agreement); or (iii) his employment terminates due to his death or disability. The foregoing description of the Pauls Amended Employment Agreement is qualified in its entirety by reference to the full text of the Pauls Amended Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Dave Lowrance Promotion and Employment Agreement
On the Effective Date, the Board of Directors (the “Board”) of Savara appointed Dave Lowrance, who has served as Savara’s Chief Financial Officer since November 2016, as Chief Financial and Administrative Officer of Savara. In connection with the appointment, Savara and Mr. Lowrance entered into an amended and restated employment agreement on the Effective Date (the “Lowrance Amended Employment Agreement”). Under the terms of the Lowrance Amended Employment Agreement, Mr. Lowrance will receive an annual base salary of $437,561 and will be eligible to receive an annual performance-based bonus of up to 40% of his base salary, subject to achieving performance objectives established by the CEO and the Board. Mr. Lowrance is entitled to severance benefits in the event (i) Savara terminates his employment without “cause” (as defined in the Lowrance Amended Employment Agreement); (ii) he resigns from such employment for “good reason” (as defined in the Lowrance Amended Employment Agreement); or (iii) his employment terminates due to his death or disability. The foregoing description of the Lowrance Amended Employment Agreement is qualified in its entirety by reference to the full text of the Lowrance Amended Employment Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K.
2023 Executive Bonus Targets
On the Effective Date, upon the recommendation of the Compensation Committee of the Board of Savara, the Board approved the target bonus amounts for Savara’s executive officers for the year ended December 31, 2023. The approved target bonus amounts for each of the Company’s executive officers for the year ended December 31, 2023 are as follows:
| Executive Officer |
Title |
Target Bonus |
% of Base Salary |
|||||||
| Matthew Pauls | Chief Executive Officer | $ | 297,500 | 50 | % | |||||
| Ray Pratt | Chief Medical Officer | $ | 188,000 | 40 | % | |||||
| Dave Lowrance | Chief Financial & Administrative Officer | $ | 175,024 | 40 | % | |||||
Actual bonus amounts paid to the executive officers may be more or less than the target bonus amounts. The total bonus payment amounts will be based on the achievement of certain performance goals, and the Board has the discretion to award bonus amounts that differ for attainment of performance goals that fall above or below such goals. For Mr. Pauls, the achievement of corporate performance measures will represent 100% of his target bonus award. For each of Dr. Pratt and Mr. Lowrance, the achievement of corporate performance measures will represent 75% of the target bonus award and individual performance measures will represent 25% of the target bonus award.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Amended and Restated Executive Employment Agreement, dated December 13, 2022, between Savara Inc. and Matthew Pauls | |
| 10.2 | Amended and Restated Executive Employment Agreement, dated December 13, 2022, between Savara Inc. and David Lowrance | |
| 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.
| Date: December 15, 2022 |
SAVARA INC. a Delaware corporation | |||||
| By: | /s/ Dave Lowrance | |||||
| Dave Lowrance | ||||||
| Chief Financial & Administrative Officer | ||||||