Form 8-K CUTERA INC For: Aug 03

Delaware

000-50644

77-0492262

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

I.

Cash Compensation was modified effective June 1, 2015 to be as follows:

●

Mr. Connors’ base salary was increased from $533,000 to $600,000;

●

Mr. Connors’ target bonus was increased from $373,000 to $420,000 based on his target bonus percentage remaining at 70%;

●

Mr. Santilli’s base salary was increased from $341,000 to $367,000,

●

Mr. Santilli’s target bonus was increased from $171,000 to $184,000 based on his target bonus percentage remaining at 50%.

Name

Position

Salary

Cash Bonus Target⁽¹⁾

Target Cash Compensation ⁽²⁾

Kevin P. Connors

President and CEO

$600,000

$420,000

$1,020,000

Ronald J. Santilli

EVP CFO

$367,000

$183,500

$550,500

(1)

The annual Cash Bonus Target is based on the corporate performance measures and the target bonus percentage that the respective NEOs are entitled to per the ‘Discretionary Management Bonus Program,’ as modified below and as discussed in detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 27, 2015.

(2)

In addition to base salary and bonuses, Mr. Connors and Mr. Santilli are each eligible to receive quarterly profit-sharing payments. The profit sharing payments are calculated based upon half of the quarterly pre-tax adjusted operating profit percentage (pre-tax adjusted operating profit divided by revenue) multiplied by their gross salary earned during that quarter, as applicable.

II.

Bonus Program for the NEOs was Modified as follows:

●

The ‘Revenue Growth Rate’ multiplier was decreased from 15 to 7.5.

III.

Equity Compensation Awards Granted to the NEOs were as follows:

Name

Position

Restricted Stock Unit Awards –
Shares ⁽¹⁾⁽²⁾

Performance
Share Unit Awards

Target Shares – ⁽²⁾⁽³⁾

Grant Date Fair Value of Equity Awards⁽²⁾ 

Kevin P. Connors

President and CEO

18,667

18,667

$562,623

Ronald J. Santilli

EVP and CFO

9,800

9,800

$295,372

(1)

The Restricted Stock Unit (RSU) awards vest annually over a period of three years on each anniversary of the vesting commencement date of June 1, 2015, subject to the recipient continuing to provide service to the Company.

(2)

The grant date fair value of each RSU and PSU award was based on a per share price of the Company’s stock on August 3, 2015 of $15.07 per unit.

(3)

The number of Performance Share Units, “PSUs”, awarded to the recipient will result in a varying number of shares of common stock that may be paid out on March 15, 2016 based on the achievement of three performance goals at targets that were pre-determined by the Board and as set forth below. The vesting of the awards is subject to the recipient continuing to provide service to the Company.

Performance Goals for the Period July 1, 2015 to December 31, 2015:

Weighting of Goal

Revenue achievement, compared to the target;

33%

Operating profit achievement, compared to the target; and

33%

Average per share price of the Company’s stock for the period, compared to the target.

34%

IV.

Modified the Change of Control and Severance Agreements for the NEO:

(i)

Salary: increased from twelve to eighteen months.

(ii)

Target Bonus Payout: increased from 100% to 150% of the rate payable for the fiscal year in which the termination occurs or, if greater, his annual target bonus rate in effect immediately prior to the Change of Control.

(iii)

COBRA Coverage: increased from twelve to eighteen months.

CUTERA, INC.

Date: August 7, 2015

 /s/ Ronald Santilli

Ronald J. Santilli

Executive Vice President and Chief Financial Officer