ADMA 8-K
Adma Biologics, Inc. (ADMA)
8-K
2025-02-21
For: 2025-02-19
View Original
Added on
April 04, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 19, 2025
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (201 ) 478-5552
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(Former name or former address, if changed since last report.)
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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
(see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Executive Compensation
On February 19, 2025, upon the recommendation of the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of ADMA Biologics,
Inc. (the “Company”), the Board approved the following base salary for 2025, cash bonus attributable to 2024 performance, and annual incentive awards for Adam S. Grossman, the Company’s President and Chief Executive Officer, Kaitlin Kestenberg, the
Company’s Chief Operating Officer and Senior Vice President, Compliance, and Brad Tade, the Company’s Chief Financial Officer and Treasurer, as set forth below:
| Name | Position |
2025 Base
Salary
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2024 Non-
Equity
Incentive
Compensation(1) |
Number of RSUs (2)(3) |
Number of Shares Underlying Stock Options (2)(4)(5) |
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Adam S. Grossman
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President, Chief Executive
Officer and Director
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$925,000
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$1,020,000
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252,022
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376,744
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Kaitlin Kestenberg
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Chief Operating Officer and Senior Vice President, Compliance
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$575,000
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$293,625
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77,784
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116,279
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Brad Tade
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Chief Financial Officer and Treasurer
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$500,000
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$254,475
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62,227
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93,023
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Amount reflects a cash bonus that will be paid by the Company to Messrs. Grossman and Tade, and Ms. Kestenberg, in early March 2025. This cash bonus amount reflects the
achievement of the Company’s 2024 corporate goals and milestones and each executive officer’s contribution thereto.
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Grant date was February 19, 2025.
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The restricted stock units (RSUs) will vest quarterly on each annual anniversary of the date of grant over four years in accordance with the ADMA Biologics, Inc. 2022 Equity
Compensation Plan (the “Plan”).
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| (4) |
The exercise price of $16.07 reflects the per share fair market value of the Company’s common stock, $0.0001 par value per share (“Common Stock”), as determined by the closing
price of the Company’s Common Stock on the Nasdaq Global Market on the grant date.
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| (5) |
The option vests over four years with 25% of the shares of Common Stock underlying the option vesting on the one-year anniversary of the date of grant and the remaining 75% of
such shares vesting monthly in equal installments over the next three years, becoming fully vested on February 19, 2029 in accordance with the Plan.
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The Compensation Committee reached its recommendation regarding the compensation and incentive awards for the above-mentioned executive officers in consultation with
an independent compensation consultant. The non-equity incentive compensation, RSUs and stock options were awarded at the discretion of the Compensation Committee and were based on the above-mentioned executive officers’ annual cash bonus and
equity targets, as established by the Compensation Committee, and the Compensation Committee’s evaluation of the performance of the above-mentioned executive officers, and approved by the Board. As a part of this performance evaluation, the
Compensation Committee considered the achievement of each above-mentioned executive officer of the Company’s 2024 corporate goals and milestones.
Director Compensation
On February 19, 2025, upon the recommendation of the Compensation Committee, the Board approved an amendment to the annual equity grant policy whereby non-employee
directors will, on a go-forward basis, receive annual equity grants equal to $350,000 of long-term incentive value, priced at the same time as annual executive officer grants of equity awards and awarded 50% as RSUs and 50% as options to purchase
Common Stock.
Additionally, on February 19, 2025, upon the recommendation of the Compensation Committee, the Board approved the following retainer increases to each chair and member
of the Board’s committees, effective January 1, 2025:
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Audit Committee
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Compensation Committee
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Governance and
Nominations Committee
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Chair Retainer: $25,000
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Chair Retainer: $20,000
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Chair Retainer: $12,500
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Member Retainer: $12,500
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Member Retainer: $10,000
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Member Retainer: $6,250
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Each non-employee director of the Company will continue to be paid an annual cash retainer of $50,000, with the Chairman and Vice Chairman of the Board each continuing
to be paid an additional annual fee of $40,000.
| Item 9.01 |
Exhibits
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| (d) |
Exhibits
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Exhibit No.
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Description
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104
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Cover Page Interactive Data File (embedded with the Inline XBRL document).
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SIGNATURE
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.
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February 21, 2025
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ADMA Biologics, Inc.
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By:
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/s/ Adam Grossman
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Name:
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Adam Grossman
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Title:
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President and Chief Executive Officer
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