Annual report pursuant to Section 13 and 15(d)

Note 16 - Related Party Transactions

v3.6.0.2
Note 16 - Related Party Transactions
12 Months Ended
Dec. 31, 2016
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]
NOTE
16
RELATED PARTY TRANSACTIONS
 
Related Party Transactions
Mr. David Centofanti
Mr. David Centofanti serves as our Vice President of Information Systems. For such position, he received annual compensation of
$
168,000
for each of the years
2016
and
2015.
Mr. David Centofanti is the son of our CEO, President and a Board member, Dr. Louis F. Centofanti.
 
Mr.
Robert L. Ferguson
Mr. Robert L. Ferguson serves as an advisor to the Company’s Board and is also a member of the Supervisory Board of PF Medical, a majority-owned Polish subsidiary of the Company. Mr. Ferguson previously served as a Board member of the Company from
June
2007
to
February
2010
and again from
August
2011
to
September
2012.
As an advisor to the Company’s Board, Mr. Ferguson is paid
$4,000
monthly plus reasonable expenses. For such services, Mr. Ferguson received compensation of approximately
$59,000
and
$58,000
for the years ended
December
31,
2016
and
2015,
respectively. On
August
2,
2013,
the Company completed a lending transaction with Messrs. Robert Ferguson and William Lampson (“collectively, the “Lenders”), whereby the Company borrowed from the Lenders the sum of
$3,000,000
(which was paid off by the Company in
August
2016)
pursuant to the terms of a Loan and Security Purchase Agreement and promissory note (the “Loan”) (see further details and terms of this Loan in “Note
10
– Long Term Debt – Promissory Note”).
 
Mr. John Climaco
On
June
2,
2015,
Mr. Climaco, a current member of the Company’s Board, was elected as the EVP of PF Medical. As EVP of PF Medical, Mr. Climaco receives an annual salary of
$150,000
and is not eligible to receive compensation for serving on the Company’s Board.
 
Mr. Climaco previously had a consulting agreement with the Company effective
September
2014
(approved by the Board with Mr. Climaco abstaining) to perform certain consulting functions for the Company as determined by the Board, including review of operating and accounting functions, strategic opportunity and other initiatives, and the development of the Company’s medical isotope production technology. The consulting agreement was terminated effective
June
2,
2015
upon Mr. Climaco’s election as EVP of PF Medical. Mr. Climaco was paid
$22,000
per month under the consulting agreement and received approximately
$117,000
in
2015
for his services under the consulting agreement.
 
Mr. Climaco is also a Director of Digirad Corporation. On
July
24,
2015,
PF Medical and Digirad entered into a multi-year Tc-
99m
Supplier Agreement and a Subscription Agreement (see further details of these agreements in “Note
4
– PF Medical”)..
 
Employment Agreements
The Company has employment agreements (each dated
July
10,
2014
and effective for
three
years) with each of Dr. Centofanti (our President and CEO) and Ben Naccarato (our CFO). Each employment agreement provides for annual base salaries, bonuses (including MIPs as approved by our Board and Compensation Committee), and other benefits commonly found in such agreements. In addition, each employment agreement provides that in the event of termination of such officer without cause or termination by the officer for good reason (as such terms are defined in the employment agreement), the terminated officer shall receive payments of an amount equal to benefits that have accrued as of the termination but had not yet been paid, plus an amount equal to
one
year’s base salary at the time of termination. In addition, each of the employment agreements provide that in the event of a change in control (as defined in the employment agreements), all outstanding stock options to purchase the Company’s Common Stock granted to, and held by, the officer covered by the employment agreement to be immediately vested and exercisable. Mr. John Lash, our previous COO who retired from the position effective
September
30,
2016
and who remained as a part-time employee of the Company through
December
31,
2016,
also had an employment agreement dated
July
10,
2014
with substantially the same provisions as described above. Upon Mr. Lash’s resignation as COO effective
September
30,
2016,
his employment agreement also terminated. No amount was payable under Mr. Lash’s employment agreement upon his resignation as COO. (See “Note
18
– Subsequent Events – Employment Agreement and MIPs” for a discussion of the Employment Agreement with the Company’s EVP/COO and the Company’s MIPs with its CEO, EVP/COO, and CFO).