electroCore, Inc. Appoints Co-CEOs; Board, Compensation & Bylaws Updated

What Happened

• electroCore announced on September 8–9, 2026 that Joshua S. Lev (previously Interim President and CFO) and Michael Fox (previously COO) were appointed co-Chief Executive Officers and Presidents, effective September 8, 2026. Both were also appointed as Class III members of the Board; the Board size was increased from six to eight.
• The company amended the executives’ offer letters: both Lev and Fox will have annual base salaries of $540,000 (Lev up from $470,000; Fox up from $505,000). Each’s target annual cash bonus was set at 50% of base salary. The Board granted each 55,000 restricted stock units (RSUs) vesting in equal annual installments over three years.
• The Compensation Committee recommended, and the Board approved, an Amended and Restated Executive Severance Policy (effective Sept 8, 2026) with material changes to definitions and payouts (including a revised CEO severance formula and higher change‑in‑control ownership thresholds).
• The Board approved Third Amended and Restated Bylaws (effective Sept 8, 2026) updating advance‑notice provisions to address SEC universal proxy rules (Rule 14a‑19), expanding group/coordination disclosure requirements, extending protections to special‑meeting nominations, and expressly authorizing co-CEOs.
• At the September 8, 2026 Annual Meeting, three Class II directors were re-elected, CBIZ CPAs P.C. was ratified as auditor, and the non‑binding say‑on‑pay vote passed.

Key Details

• Effective date: September 8, 2026 (press release filed Sept 9, 2026 as Exhibit 99.1).
• Executive pay/equity: Lev and Fox base salaries set at $540,000 each; target bonus 50% of base; 55,000 RSUs each, vesting over 3 years.
• Severance policy highlights: Base Compensation redefined as gross base salary for all participants; CEO CIC severance = (1 year’s base salary + CEO target bonus) × 1.5; other participants receive (1 year’s base salary) × 1.0; CIC ownership thresholds raised (30/40% → 50%).
• Annual Meeting voting totals: 9,015,885 shares entitled to vote; 6,785,685 shares present (quorum). Auditor ratification: 6,676,653 for, 21,032 against, 88,000 abstain. Say‑on‑pay: 2,171,664 for, 505,341 against, 57,110 abstain; broker non‑votes on director and pay matters: 4,051,570.

Why It Matters

• Leadership: Naming co‑CEOs is a material governance change that centralizes top executive duties with Lev and Fox while keeping Lev as CFO and Fox as COO—this can affect strategic execution and investor engagement.
• Compensation and retention: Increases in base pay, higher target bonuses, and multi‑year RSU grants align compensation toward retention and incentivize management over the next several years.
• Severance and change‑in‑control protections: The amended severance policy increases protections for the CEO role in a CIC scenario (1.5× payout including target bonus) and raises CIC ownership thresholds—these changes affect potential future payouts and takeover dynamics.
• Governance and proxy defense: Bylaw changes implementing Rule 14a‑19 compliance, expanded disclosure about coordinated groups, and special‑meeting nomination rules strengthen the company’s control over director nomination processes and could affect activist or contested nomination efforts.
• Annual meeting outcomes: Re-election of directors and auditor ratification were approved; the say‑on‑pay vote passed but showed notable opposition, information investors may track when assessing board and management support.

Keywords: co-CEO, CEO, CFO, COO, severance, RSU, bylaws, Rule 14a-19, annual meeting, auditor ratification, say-on-pay.