Sonim Technologies Inc.
12/05/2025 | Press release | Distributed by Public on 12/05/2025 07:01
Management Change/Compensation (Form 8-K)
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Financial Officer Retention Bonus
On December 1, 2025, the Compensation Committee (the "Committee") of Sonim Technologies, Inc. (the "Company"), authorized and approved a contingent cash bonus (the "Retention Bonus") payable to Clay Crolius, the Company's Chief Financial Officer (the "Chief Financial Officer"). The Retention Bonus is contingent and payable upon the upon consummation of that certain asset purchase agreement by and among the Company, as seller, Pace Car Acquisition LLC, as buyer, the Seller Representative named in the asset purchase agreement, and Social Mobile Technology Holdings LLC (the "Asset Purchase Agreement"); provided, however, that in the event the Asset Purchase Agreement is terminated, the Retention Bonus shall be deemed to be null and void ab initio.
The Retention Bonus shall be determined using the following methodology:
| ● | Assume $100,000 of restricted stock units ("RSUs") has been granted as of October 16, 2025 (such assumed RSUs, the "CFO Phantom RSUs," the CFO Phantom RSU count shall equal $100,000 divided by the Fair Market Value (as defined in the Sonim Technologies, Inc. 2019 Equity Incentive Plan (the "2019 Plan")) of a share of the Company's common stock on October 16, 2025); | |
| ● | Assume that the CFO Phantom RSUs vest on the date of the consummation of the Asset Purchase Agreement (the "CFO Vesting Event"); and | |
| ● | The Retention Bonus shall equal the Fair Market Value of the Company's common stock underlying the CFO Phantom RSUs at the time of the CFO Vesting Event multiplied by the CFO Phantom RSUs count, and shall be payable in cash as of the date of the CFO Vesting Event. |
Executive Chairman Compensation
Pursuant to the Company's non-employee director compensation policy (the "Compensation Policy"), an annual award of RSUs with a grant-date Fair Market Value of $50,000 is paid to the Company's non-executive chairman (the "RSU Grant"). The employment agreement effective as of October 16, 2025, by and between the Company and Michael Mulica, the Company's Executive Chairman provides that Mr. Mulica is entitled to receive the same compensation non-employee directors are entitled to receive pursuant to the Compensation Policy, including an RSU Grant. Insufficient shares are available for issuance under the Plan, therefore the Company has not issued Mr. Mulica the RSUs owed pursuant to the Compensation Policy.
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