UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) February 17, 2015

 

 

RTI SURGICAL, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   0-31271   59-3466543

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

11621 Research Circle, Alachua, Florida   32615
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (386) 418-8888

not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ 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))

 

¨ 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.

(e) Compensatory Arrangements of Certain Officers

2015 Salaries and Bonus Targets. On February 17, 2015, the Compensation Committee of the Board of Directors of RTI Surgical, Inc. (the “Company”) approved 2015 salaries and a bonus plan (the “2015 Bonus Plan”) providing for the payment of cash bonuses based on the Company’s operating results for the 2015 calendar year. The 2015 Bonus Plan sets target bonus amounts and performance criteria for executive officers. The performance criteria include operating margin percentage, operating cash flow, base revenues and focused product revenues. As in the past, the Compensation Committee retains discretion to take other factors into account in determining bonuses and to award no bonuses even if performance criteria are met or to increase such bonuses, based upon other factors.

The table below sets forth the 2015 salaries and bonus targets (expressed as a percentage of salary) for the Company’s chief executive officer, principal financial officer and three most highly compensated executive officers other than the chief executive officer and principal financial officer:

 

Name

 

Office

  2015
Salary
    Bonus
Target
   

Bonus Criteria

Brian K. Hutchison

  President and Chief Executive Officer   $ 577,500        85   Base Revenues 20.0%, Focused Product Revenues 13.4%, Operating Margin Percentage 33.3% and Operating Cash Flow 33.3%

Robert P. Jordheim

  Executive Vice President and Chief Financial Officer   $ 352,800        50   Base Revenues 20.0%, Focused Product Revenues 13.4%, Operating Margin Percentage 33.3% and Operating Cash Flow 33.3%

Roger W. Rose

  President, RTI Donor Services, Executive Vice President Tissue-Based Implants   $ 339,900        50   Base Revenues 20.0%, Focused Product Revenues 13.4%, Operating Margin Percentage 33.3% and Operating Cash Flow 33.3%

Caroline A. Hartill

  Executive Vice President and Chief Scientific Officer   $ 350,700        50   Base Revenues 20.0%, Focused Product Revenues 13.4%, Operating Margin Percentage 33.3% and Operating Cash Flow 33.3%

John N. Varela

  Vice President US Operations   $ 312,000        40   Base Revenues 20.0%, Focused Product Revenues 13.4%, Operating Margin Percentage 33.3% and Operating Cash Flow 33.3%


Stock Option and Restricted Stock Grants. On February 17, 2015, the Compensation Committee approved awards of stock options and restricted stock to certain executive officers of the Company pursuant to the 2010 Equity Incentive Plan (the “Plan”). The options are exercisable for $5.23 per share (the closing price on the date of grant) and will vest in five equal annual installments beginning on the first anniversary of the date of grant. The restricted stock will vest in three equal annual installments beginning on the first anniversary of the date of grant. These awards are subject to accelerated vesting upon the occurrence of a “Change in Control” or termination without cause subject to certain conditions as provided in the Plan or the Executive Transition Agreement for the President and Chief Executive Officer and the Executive Vice Presidents.

The table below sets forth the number of stock options and restricted stock awarded to the Company’s chief executive officer, principal financial officer and three most highly compensated executive officers:

 

Name

  

Office

   Number of
Options
     Number of
Restricted
Stock
 

Brian K. Hutchison

   President and Chief Executive Officer      150,000         50,000   

Robert P. Jordheim

   Executive Vice President and Chief Financial Officer      60,000         20,000   

Roger W. Rose

   President, RTI Donor Services, Executive Vice President Tissue-Based Implants      60,000         20,000   

Caroline A. Hartill

   Executive Vice President and Chief Scientific Officer      60,000         20,000   

John N. Varela

   Vice President US Operations      30,000         —     


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.

 

RTI SURGICAL, INC.
    Date: February 20, 2015 By:

/s/ Robert P. Jordheim

Name: Robert P. Jordheim
Title: Executive Vice President and Chief Financial Officer