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Message: Another disappointment by PTSC?

I agree with the substance/intent of your comments as until the pps is at least near or above what it was when RG took over, I don't think he or the BOD should continue to be rewarded for the results they have created over the last 18 months. I also think RG should stay on. Another change in CEO is the last thing we need, and while there are apparent weaknesses, or at least questionable issues with RG, he is doing what needs to be done IMO, and has put us on a path that HE needs to steer, not another new person.

That being said, based on the reviews of the SEC filings that I have read, RG's CASH-BASED-COMPENSATION is a salary of $250K, NOT $500K, and his possible bonus is not 50% of his salary, but 100% of his salary, so the bonus can be as much as $250K. That might be where you're getting the $500K amount from. My understanding is that he was to receive a $250K bonus upon being confirmed as permanent CEO after 9 months. Combine that with the $250K salary for his first year of employment, and it appears that he received $500K, but it was not all salary.

Also, according to the last conference call, executive incentive (ie bonus) compensation has been suspended, so there should be no bonuses issued. Also, the top 3 BOD members have taken a 20% reduction in their fees.

With that in mind, I don't think a $250K salary for RG is out of line, even with the pps performance. I do think the BOD should take a larger cut in pay. And I also think NO BONUSES should be issued unless and until there is significant pps appreciation, and above what the pps was at the time RG assumed control, not from these levels.



"In connection with Mr. Goerner’s appointment as Interim President and Chief Executive Officer, and commencing on February 29, 2008 (the “Effective Date”), we entered into an Employment Agreement (the “Agreement”) with Mr. Goerner, terms of which were finalized May 19, 2008. The agreement is for an initial 120-day term if not terminated pursuant to the agreement, with an extension period of one year and on a continuing basis thereafter. Pursuant to the Agreement, Mr. Goerner is to receive a base salary of $250,000 per year and is eligible to receive a bonus of 100% of his base salary at the time his position is converted by the Board of Directors to standing President/CEO or nine months from the effective date of the agreement. If Mr. Goerner is terminated without cause during the nine month period after the effective date he shall receive a pro-rata portion of the bonus based on the term of his actual employment with us. Also pursuant to the Agreement and on the date of the Agreement, Mr. Goerner received a grant of incentive stock options to purchase 250,000 shares of our common stock and non-qualified stock options to purchase 50,000 shares of our common stock. Mr. Goerner also received a grant of non-qualified stock options to purchase 700,000 shares of our common stock to vest upon conversion of his position to standing President/CEO or nine months from the effective date of the agreement, whichever is first to occur and Mr. Goerner also received a grant of non-qualified stock options to purchase 2,000,000 shares of our common stock to vest upon meeting performance conditions outlined in the grant. The Agreement also provides for Mr. Goerner to receive customary employee benefits, including health, life and disability insurance, and an automobile allowance."
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