electroCore, Inc.
For the period ended Dec 31, 2025. Filed Mar 19, 2026.
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FY2025 · Filed Mar 19, 2026
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Item 9B. Other Information
Director and Officer Trading Plans and Arrangements
During the three months ended December 31, 2025, none of our directors or officers adopted, made certain modifications orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Executive Officer Transition
As of March 17, 2026, Daniel S. Goldberger notified the Company of his intention to retire as our Chief Executive Officer effective April 1, 2026 (the “Separation Date”). Mr. Goldberger also resigned as a member of the Company’s Board effective March 17, 2026. In connection with Mr. Goldberger’s resignation as a member of the Company’s Board, the size of the Board was decreased by resolution of the Board from eight to seven members, effective on the date of Mr. Goldberger’s resignation from the Board.
Mr. Goldberger indicated to the Company that his decision to retire as Chief Executive Officer, and resign as a member of the Company’s Board, was not a result of any disagreement with the Company, the Board or the Company’s management on any matter relating to the Company’s operations, policies, or practices.
Effective as of March 17, 2026, the Company and Mr. Goldberger entered into a separation agreement pursuant to which Mr. Goldberger has agreed to provide advisory and transition services to the Company following the Separation Date for a period of one (1) year (the “Consulting Period”). Pursuant to and subject to the conditions set forth in the agreement, including execution of a customary release, effective as of the Separation Date, 20,305 restricted stock units (“RSUs”) previously granted to Mr. Goldberger shall vest on a prorated basis in accordance with the vesting provisions of the applicable award agreements. During the Consulting Period, an additional 43,200 RSUs that did not vest on a prorated basis as of April 1, 2026 shall continue to vest, subject to his continued consulting services under the agreement through the applicable vesting dates, in equal monthly installments of 3,600 RSUs per month.
Mr. Goldberger’s remaining unvested 30,306 RSUs shall be forfeited and cancelled without consideration as of the Separation Date. Additionally, pursuant to and subject to the terms and conditions of the agreement, the Company will pay all amounts comprising Mr. Goldberger’s Accrued Obligations as defined in our Executive Severance Policy, including Mr. Goldberger’s unpaid base salary earned through the Separation Date, any accrued and unused paid time off in accordance with Company policy, reimbursable business expenses reasonably incurred through the Separation Date, and any vested benefits under applicable benefit plans of the Company, in each case in accordance with applicable law and Company policy (the “Accrued Obligations”). Pursuant to the agreement, and in accordance with our Executive Severance Policy, Mr. Goldberger will also receive a cash severance payment of $1,200,098, payable in installments over the 12-month period commencing on the Company’s first regular payroll date following the Separation Date. The agreement also provides Mr. Goldberger the right, but not the obligation, to invest on a pari passu basis to other investors in connection with any offering of the Company’s equity securities to third party investors for capital raising purposes through August 31, 2028, on the terms, conditions and limitations set forth in the agreement. The foregoing summary of the agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is filed herewith as Exhibit 10.30 and is incorporated by reference herein. The representations, warranties and covenants in the agreement were made only for purposes of such agreement and as of specific dates and were solely for the benefit of the parties to such agreement.
Effective April 1, 2026, Joshua S. Lev, the Company’s Chief Financial Officer, will assume the role of Interim President and will serve as the Company’s principal executive officer for purposes of the Company’s SEC filings while the Board conducts a search for a permanent Chief Executive Officer. Mr. Lev will continue to serve as our Chief Financial Officer. In connection with his appointment as Interim President, (i) Mr. Lev’s base salary was increased from $433,675 to $470,000, (ii) Mr. Lev’s annual target discretionary bonus was increased to 45% of his annual base salary and (ii) Mr. Lev was granted 45,000 RSUs. The shares of common stock issuable pursuant to such RSUs will vest on December 31, 2026, subject to Mr. Lev’s continued employment through such date. Such RSUs are also subject to potential acceleration of vesting upon a double-trigger change in control as defined in our Executive Severance Policy. Additionally, if Mr. Lev is removed as Interim President, the Company shall make a $25,000 cash payment to Mr. Lev.
In addition, on March 13, 2026, the Company and Michael Fox entered into an offer letter (the “Fox Agreement”), pursuant to which Mr. Fox has agreed to serve as the Company’s Chief Operating Officer, effective April 17, 2026 or such other date as we shall mutually agree (the “Start Date”). The Fox Agreement provides for an annual base salary of $505,000, less applicable withholding taxes and other deductions, paid semi-monthly in accordance with the Company’s customary payroll practices (subject to annual review, and as such amount may be adjusted from time to time at the Company’s discretion). In addition, Mr. Fox is entitled to receive, subject to employment on the applicable date of bonus payout, an annual target discretionary bonus of up to 40% of his annual base salary, payable at the discretion of the Board or the compensation committee. Pursuant to the Fox Agreement, Mr. Fox is also eligible for future equity grants under the Company’s long-term incentive equity program, healthcare benefits as may be provided from time to time to employees generally, to participate in the Company’s 401(k) plan, and paid time off annually in accordance with our policies in effect from time to time. The Fox Agreement also provides for an inaugural grant of 70,000 RSUs, which shall vest one-third on each anniversary of the Start Date (subject to Mr. Fox remaining employed in good standing by the Company on any applicable vesting date). Such RSUs are also subject to potential acceleration of vesting upon a double-trigger change in control as defined in the Executive Severance Policy. Such RSUs will be granted outside of the Company’s 2018 Omnibus Equity Incentive Plan, as an inducement material to Mr. Fox’s commencement of employment pursuant to Nasdaq Listing Rule 5635(c)(4). The Fox Agreement provides that Mr. Fox is covered by our Executive Severance Policy. Additionally, Mr. Fox and the Company have entered into the Company’s standard form of indemnification agreement for directors and executive officers. The foregoing summary of the Fox Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Fox Agreement, which is filed herewith as Exhibit 10.31 and is incorporated by reference herein. The representations, warranties and covenants in the Fox Agreement were made only for purposes of the Fox Agreement and as of specific dates and were solely for the benefit of the parties to the Fox Agreement.
Mr Fox, age 59, has agreed to serve as the Company’s Chief Operating Officer, effective on the Start Date. From July 2023 to March 2026, Mr. Fox was the Chief Revenue Officer of ProMedTek, Inc., a privately held medical technology company. Prior to that, Mr. Fox was a rare diseases area business manager at Pfizer, Inc. from January 2019 to June 2023. Mr. Fox has held various other roles in the medical sales field. Mr Fox began his career at Pfizer, Inc. where he served in various roles from 1990 to 2009. Mr. Fox has also been a medical consultant for V-Locity Medical Consulting since October 2019. Mr. Fox received a B.S. in Animal Science from Western Illinois University.
There are no arrangements or understandings between Mr. Fox and any other persons pursuant to which he will be appointed as Chief Operating Officer. There are also no family relationships between Mr. Fox and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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