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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/17/21 Helius Medical Technologies, Inc. 10-Q 3/31/21 57:7.5M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 492K 2: EX-10.7 Material Contract HTML 27K 3: EX-31.1 Certification -- §302 - SOA'02 HTML 23K 4: EX-31.2 Certification -- §302 - SOA'02 HTML 23K 5: EX-32.1 Certification -- §906 - SOA'02 HTML 20K 6: EX-32.2 Certification -- §906 - SOA'02 HTML 20K 13: R1 Document and Entity Information HTML 71K 14: R2 Unaudited Condensed Consolidated Balance Sheets HTML 107K 15: R3 Unaudited Condensed Consolidated Balance Sheets HTML 36K (Parenthetical) 16: R4 Unaudited Condensed Consolidated Statements of HTML 102K Operations and Comprehensive Loss 17: R5 Unaudited Condensed Consolidated Statements of HTML 72K Stockholders' Equity 18: R6 Unaudited Condensed Consolidated Statements of HTML 100K Cash Flows 19: R7 Description of Business HTML 31K 20: R8 Summary of Significant Accounting Policies HTML 236K 21: R9 Common Stock and Warrants HTML 210K 22: R10 Stock-Based Payments HTML 133K 23: R11 Accrued Expenses HTML 49K 24: R12 Commitments and Contingencies HTML 60K 25: R13 Related Party Transactions HTML 23K 26: R14 Summary of Significant Accounting Policies HTML 304K (Policies) 27: R15 Summary of Significant Accounting Policies HTML 197K (Tables) 28: R16 Common Stock and Warrants (Tables) HTML 207K 29: R17 Stock-Based Payments (Tables) HTML 136K 30: R18 Accrued Expenses (Tables) HTML 48K 31: R19 Commitments and Contingencies (Tables) HTML 52K 32: R20 Description of Business - Additional Information HTML 40K (Details) 33: R21 Summary of Significant Accounting Policies - HTML 178K Additional Information (Details) 34: R22 Summary of Significant Accounting Policies - HTML 31K Schedule of Inventory (Details) 35: R23 Summary of Significant Accounting Policies - HTML 36K Summary of Property and Equipment (Details) 36: R24 Summary of Significant Accounting Policies - HTML 23K Summary of Activity for Goodwill (Details) 37: R25 Summary of Significant Accounting Policies - HTML 40K Summary of Intangible Assets (Details) 38: R26 Summary of Significant Accounting Policies - HTML 22K Summary of Intangible Assets (Parenthetical) (Details) 39: R27 Summary of Significant Accounting Policies - HTML 30K Summary of Anticipated Amortization Expense (Details) 40: R28 Summary of Significant Accounting Policies - HTML 33K Summary of Basic and Diluted Loss per Share (Details) 41: R29 Common Stock and Warrants - Additional Information HTML 153K (Details) 42: R30 Common Stock and Warrants - Summary of Weighted HTML 92K Average Assumptions Used in Estimating Fair Value of Warrants (Details) 43: R31 Common Stock and Warrants - Summary of Warrants HTML 25K Accounted for as Liabilities and Recorded as Derivative Financial Instruments (Details) 44: R32 Common Stock and Warrants - Summary of Warrant HTML 36K Activity (Details) 45: R33 Common Stock and Warrants - Warrants Outstanding HTML 43K and Exercisable (Details) 46: R34 Stock-Based Payments - Additional Information HTML 46K (Details) 47: R35 Stock-Based Payments - Summary of Company's Stock HTML 43K Option Activity (Details) 48: R36 Stock-Based Payments - Schedule of Fair Value of HTML 33K Employee and Director Stock Options Granted Estimated Using Black-Scholes Option Pricing Model With Following Weighted Average Assumptions (Details) 49: R37 Stock-Based Payments - Summary of Company's HTML 36K Restricted Stock Award Activity (Details) 50: R38 Stock-Based Payments - Summary of Stock-Based HTML 29K Compensation Expense is Classified in Condensed Consolidated Statements of Operations and Comprehensive Loss (Details) 51: R39 Accrued Expenses - Schedule of Accrued Expenses HTML 37K (Details) 52: R40 Commitments and Contingencies - Additional HTML 74K Information (Details) 53: R41 Commitments and Contingencies - Schedule of Future HTML 44K Minimum Lease Payments Related to Non-cancellable Operating Lease Commitments (Details) 54: R42 Related Party Transactions - Additional HTML 22K Information (Details) 56: XML IDEA XML File -- Filing Summary XML 101K 55: EXCEL IDEA Workbook of Financial Reports XLSX 81K 7: EX-101.INS XBRL Instance -- hsdt-20210331 XML 2.22M 9: EX-101.CAL XBRL Calculations -- hsdt-20210331_cal XML 141K 10: EX-101.DEF XBRL Definitions -- hsdt-20210331_def XML 523K 11: EX-101.LAB XBRL Labels -- hsdt-20210331_lab XML 1.20M 12: EX-101.PRE XBRL Presentations -- hsdt-20210331_pre XML 868K 8: EX-101.SCH XBRL Schema -- hsdt-20210331 XSD 149K 57: ZIP XBRL Zipped Folder -- 0001564590-21-028404-xbrl Zip 161K
Exhibit 10.7
HELIUS MEDICAL TECHNOLOGIES, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
Each member of the Board of Directors (the “Board”) who is not also serving as an employee of Helius Medical Technologies, Inc. (the “Company”) (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy for his or her Board service effective on April 1, 2021.
This policy may be amended at any time in the sole discretion of the Board or the Compensation Committee of the Board.
Annual Cash Compensation
The annual cash compensation set forth below is payable in equal quarterly installments, payable in arrears on the last day of each fiscal quarter in which the service occurred. If an Eligible Director joins or resigns from the Board or a committee of the Board at a time other than effective as of the first day of a fiscal quarter, each annual retainer set forth below will be pro-rated based on days served in the applicable fiscal year, with the pro-rated amount paid for the first fiscal quarter in which the Eligible Director provides the service, and for new Board members, regular full quarterly payments thereafter.
1.Annual Board Service Retainer:
|
a. |
All Eligible Directors (other than Chairman of the Board): $35,000 |
|
b. |
Non-Executive Chairman of the Board: $68,000 |
2.Annual Committee Chair Service Retainer:
a.Chairman of the Audit Committee: $16,000
b.Chairman of the Compensation Committee: $10,000
c.Chairman of the Nominating & Corporate Governance Committee: $7,500
3.Annual Committee Member (other than Committee Chair) Service Retainer:
a.Member of the Audit Committee: $8,000
b.Member of the Compensation Committee: $5,000
c.Member of the Nominating & Corporate Governance Committee: $5,000
Equity Compensation
The equity compensation set forth below will be granted under the Company’s 2018 Omnibus Incentive Plan, as amended from time to time (as amended, the “Plan”). All stock options granted under this policy will be nonstatutory stock options, with an exercise price per share equal to 100% of the Fair Market Value (as defined in the Plan) of the underlying Class A Common Stock on the date of grant, and have a term of ten years from the date of grant (subject to earlier termination in connection with a termination of service as provided in the Plan).
1. Annual Equity Award:
On the date of each annual stockholder meeting of the Company commencing with the 2021 annual stockholder meeting, each Eligible Director automatically, and without further action by the Board or Compensation Committee of the Board, will be granted an annual equity award with an approximate target value on the date of grant equal to $50,000 (the “Annual Equity Award”). 70% of the target value of the Annual Equity Award will be issued in the form of an Option (as defined in the Plan), which will vest as follows, subject to an Eligible Director’s Continuous Service (as defined in the Plan): 1/12th of the shares will vest monthly on the last day each month, so that all of the shares will be vested on the one-year anniversary of the date of grant. 30% of the target value of the Annual Equity Award will be issued in the form of a Restricted Stock Unit Award (as defined in the Plan), which will vest as follows, subject to an Eligible Director’s Continuous Service: 1/12th of the shares will vest monthly on the last day of each month , so that all of the shares will be vested on the one-year anniversary of the date of grant.
The number of Restricted Stock Units to be granted to each Eligible Director will be determined by dividing the target value by the 30-trading day average closing price of the Class A Common Stock on the Nasdaq Stock Market, ending on the trading day immediately preceding the grant date, rounded to the nearest whole share. The number of shares of Class A Common Stock underlying the Option to be granted to each Eligible Director will be calculated in accordance with the Black-Scholes option pricing model utilizing the 30-trading day average closing price of the Class A Common Stock on the Nasdaq Stock Market, ending on the trading day immediately preceding the grant date, rounded to the nearest whole share.
2. Initial Equity Award:
From and after the 2021 annual stockholder meeting, if an individual first becomes an Eligible Director other than on the date of an annual stockholder meeting of the Company, each such Eligible Director automatically, and without further action by the Board or Compensation Committee of the Board, if any, will be granted, on the date that he or she is first elected or appointed to the Board (or, if such date is not a market trading day, the first market trading day thereafter), an initial annual equity award with an aggregate target value equal to the pro rated target value of the Annual Equity Award to reflect a reduction for each month prior to the date of grant that has elapsed since the preceding annual stockholder meeting of the Company, which will include Options and Restricted Stock Units calculated in the same manner as the Annual Equity Award.
Expenses
The Company will reimburse Eligible Directors for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and/or Committee meetings; provided, that Eligible Directors timely submit to the Company appropriate documentation substantiating such expenses in accordance with the Company’s travel and expense policy, as in effect from time to time.
2
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 5/17/21 | 8-K | ||
4/1/21 | 4, 8-K | |||
For Period end: | 3/31/21 | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/07/21 Helius Medical Technologies, Inc. 8-K:5,9 4/01/21 3:159K ActiveDisclosure/FA 3/10/21 Helius Medical Technologies, Inc. 10-K 12/31/20 75:11M ActiveDisclosure/FA 2/01/21 Helius Medical Technologies, Inc. 8-K:1,3,8,9 1/28/21 5:522K ActiveDisclosure/FA 1/20/21 Helius Medical Technologies, Inc. S-1/A 81:14M Donnelley … Solutions/FA 12/31/20 Helius Medical Technologies, Inc. 8-K:3,5,8,912/31/20 3:73K ActiveDisclosure/FA 10/30/18 Helius Medical Technologies, Inc. 8-K:5,9 10/24/18 2:50K Donnelley … Solutions/FA 8/09/18 Helius Medical Technologies, Inc. 10-Q 6/30/18 65:11M ActiveDisclosure/FA |