| Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Election
of Jeff Dyer as Director
On
January 25, 2023, the Board of Directors (the “Board”) of PolarityTE, Inc. (the “Company”), elected Jeff Dyer,
PhD, to serve as a member of the Board of Directors beginning January 26, 2023, for a term expiring at the Company’s 2025 annual
meeting of stockholders. Dr. Dyer was also appointed to serve on the Company’s Audit Committee, Nominating and Governance Committee,
and Compensation Committee for which he will also serve as chairperson.
Dr.
Dyer served on the Company’s Board from March 2, 2017, to September 2, 2022. Dr. Dyer has served as the Horace Beesley Professor
of Strategy at Brigham Young University since September 1999. From August 1993 until September 1999, he served as an Assistant Professor
at Wharton School, University of Pennsylvania, and from July 1984 until September 1988 he served as Management Consultant and Manager
of Bain & Company. Dr. Dyer received his Bachelor of Science degree in psychology and MBA from Brigham Young University and his PhD
in management from University of California, Los Angeles.
In
consideration for Dr. Dyer’s agreement to join the Board the Company agreed to pay him a one-time cash fee of $10,000. In accordance
with the Company’s annual compensation program for non-employee directors that began October 1, 2022, Dr. Dyer is entitled to receive
a $50,000 annual retainer prorated for the period of actual service that began January 26, 2023, or a total of $33,972.60, which is paid
in the form of restricted stock units issued under the Company’s equity incentive plans that will vest in arrears at the rate of
26.2% on March 31, 2023, 36.9% on June 30, 2023, and 36.9% on September 30, 2023. Dr. Dyer will be entitled be entitled to additional
compensation for his service on Board committees. As chair of the Compensation Committee he is paid an annual cash fee of $7,500, payable
quarterly in arrears and prorated for actual periods of service less than a full quarter. As a member of the Audit Committee Dr. Dyer
is paid an annual cash fee of $4,500 and as a member of the Nominating and Governance Committee he is paid an annual cash fee of $2,500,
in each case payable quarterly in arrears and prorated for periods of service less than a full quarter.
The
Company is also offering to enter into its standard form of indemnification agreement with Dr. Dyer. Under the indemnification agreement,
the Company agrees, among other things, to indemnify directors and certain officers under the circumstances and to the extent provided
for therein, to the maximum extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments,
penalties, fines, and settlement amounts incurred by the director or officer in any claim arising out of the person’s service to
the Company or its subsidiaries. The form of indemnification agreement was previously filed as Exhibit 10.1 to the Company’s current
report on Form 8-K filed with the Securities and Exchange Commission on March 25, 2020, and is incorporated herein by reference.
There
are no arrangements or understandings between Dr. Dyer and any other person pursuant to which he was elected as a director of the Company.
There are no family relationships between Dr. Dyer and any director, executive officer, or any person nominated or chosen by the Company
to become a director or executive officer. There are no related person transactions (within the meaning of Item 404(a) of Regulation
S-K promulgated by the Securities and Exchange Commission) between Dr. Dyer and the Company.