UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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.
(e)
On March 28, 2022, the Compensation Committee of the Board of Directors (the “Board”) of Shockwave Medical, Inc. (the “Company”) approved a new form of separation pay agreement to be entered into with the Company’s executive officers and the amendment and restatement of the separation pay agreements that the Company previously entered into with its executive officers other than the Company’s Chief Executive Officer (the “Executive Officer Separation Pay Agreements”), including with Dan Puckett, the Company’s Chief Financial Officer, and Isaac Zacharias, the Company’s Chief Commercial Officer. On March 29, 2022, the Board approved the amendment and restatement of the separation pay agreement that the Company previously entered into with Doug Godshall, the Company’s President and Chief Executive Officer (the “Amended and Restated CEO Separation Pay Agreement” and together with the Executive Officer Separation Pay Agreements, the “Revised Agreements”). The Revised Agreements replace and supersede in their entirety the Company’s prior separation pay agreements (the “Prior Agreements”) entered into with each of Messrs. Godshall, Puckett and Zacharias, each a named executive officer of the Company (“NEO”), and include the changes summarized below.
The Revised Agreements (i) make certain changes to the definition of a “Change in Control” to align with peer practices and the definition of “Change in Control” under the Company’s 2019 Equity Incentive Plan; (ii) provide that in the event a payment to a NEO would constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then such payment will be reduced to the largest amount that would result in no portion of the payment being subject to the excise tax imposed by Section 4999 of the Code, but only if such reduction would result in the NEO receiving a greater amount on a net after-tax basis; and (iii) provide that the payments and benefits provided under such agreements are subject to any clawback or recoupment policy adopted by the Company. Moreover, Mr. Godshall’s Amended and Restated CEO Separation Pay Agreement amends his Prior Agreement to, consistent with Mr. Puckett’s and Mr. Zacharias’ Prior Agreements, provide that all unvested equity awards held by Mr. Godshall will become immediately vested and fully exercisable upon a qualifying termination that occurs within three months prior to or within 12 months following a Change in Control (as defined in the Revised Agreements).
The foregoing description of the Executive Officer Separation Pay Agreements and Amended and Restated CEO Separation Pay Agreement is a summary and is qualified in its entirety by reference to the full text of the agreements, which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2022.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 30, 2022 | Shockwave Medical, Inc. | |
| /s/ Dan Puckett | ||
| Dan Puckett | ||
| Chief Financial Officer | ||