{"url_path":"/sec/lwlg/8-k/2026-07-20/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/1325964/0001079973-26-000955-index.html","accession_number":"0001079973-26-000955","cik":"0001325964","ticker":"LWLG","issuer_name":"Lightwave Logic, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1325964/0001079973-26-000955-index.html","primary_entity_key":"0001325964","primary_entity_name":"Lightwave Logic, Inc."},"word_count":829,"has_tables":true,"body_markdown":"****\n\n** ** \n\n \n\n**Item 5.02 Departure of Directors or Certain\nOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\nOn July 20, 2026, the Board\nof Directors (the “Board”) of Lightwave Logic, Inc. (the “Company”) appointed Fred A. Graffam III as the Company’s\nChief Financial Officer, effective immediately.\n\n \n\nMr. Graffam, age 60, has over\n20 years of progressively responsible operational and financial leadership experience. From December 2022 to April 2026, Mr. Graffam served\nas the Executive Vice President and Chief Financial Officer of Fidium (formerly Consolidated Communications Holdings, Inc. (Nasdaq: CNSL)),\na fiber optic-based internet provider. Prior to this, Mr. Graffam served as executive vice president and Chief Financial Officer at Monitronics\nInternational, dba Brinks Home Security, a leading home security and alarm monitoring company, from October 2017 to November 2022, including\nserving as senior vice president and CFO of Ascent Capital (the parent of Monitronics International) from October 2017 to August 2019.\nPrior to this, Mr. Graffam was senior vice president of finance, investor relations and corporate development at DigitalGlobe, Inc., a\ntechnology company. Earlier in his career, among other roles, he was a senior vice president of the North America/Asia Pacific regions\nat Level 3 Communications, and he served in various finance and operating capacities of increasing responsibility at Comcast. Mr. Graffam\nis a certified public accountant and holds a Bachelor of Science degree from the Alfred Lerner College of Business & Economics at\nthe University of Delaware.\n\n \n\nIn connection with his appointment as Chief Financial Officer,\nthe Company and Mr. Graffam entered into an Executive Employment Agreement, effective July 20, 2026 (the “Employment Agreement”),\npursuant to which Mr. Graffam will receive an annual base salary of $450,000 and a discretionary annual performance bonus of up to 40%\nof his annual base salary based on the achievement of the Company’s objectives, as established by the Board. In addition, Mr. Graffam\nwill receive a sign-on cash bonus of $70,000, which would be paid back pro rata if Mr. Graffam voluntarily resigns without good reason\nbefore the 12-month anniversary of the Employment Agreement’s effective date, and a sign-on equity award in the form of restricted\nstock units with an aggregate grant-date value of $2,400,000, 25% of which shall vest on the first anniversary of the vesting commencement\ndate, and the remaining 75% of which shall vest in equal quarterly installments over the three years thereafter (the “Sign On Grant”).\nMr. Graffam is also eligible to participate in the benefit plans and programs generally available to the Company’s employees, except\nto the extent such plans are duplicative of other benefits otherwise provided to executive officers. Mr. Graffam will also be entitled\nto reimbursement of all reasonable and necessary business expenses incurred in performing Executive’s duties, subject to the Company’s\nexpense reimbursement policies and Executive’s timely submission of required documentation. If Mr. Graffam is terminated without\ncause or if Mr. Graffam terminates his employment for good reason, the Company agrees to provide to Mr. Graffam as severance: (i) an amount\nequal to his base salary, (ii) an amount equal to his full year target bonus, (iii) reimbursement of premiums to continue health care\nbenefits coverage under COBRA for the 12 months following the date of Mr. Graffam’s termination and (iv) accelerated vesting for\nany portion of the Sign On Grant that would have vested within 12 months of the termination date. If Mr. Graffam’s employment is\nterminated under these circumstances during the twelve month period that follows a change in control (as defined in the Employment Agreement),\nin lieu of the severance described above, subject to his execution of a release agreement in favor of the Company, the Company agrees\nto provide to Mr. Graffam as severance: (i) an amount equal to two times his base salary, (ii) an amount equal to two times his target\nbonus, (iii) reimbursement of premiums to continue health care benefits coverage under COBRA for the 12 months following the date of Mr.\nGraffam’s termination and (iv) accelerated vesting of all time-based equity awards.\n\n \n\nThe summary of the Employment\nAgreement set forth above does not purport to be a complete statement of the terms of such document. The summary is qualified in its entirety\nby reference to the full text of the Employment Agreement, which is set forth as Exhibit 10.1 to this Current Report on Form 8-K.\n\n \n\nThere are no arrangements\nor understandings between Mr. Graffam and any other person pursuant to which she was appointed as the Company’s Chief Financial\nOfficer, and there are no family relationships among any of the Company’s directors or executive officers and Mr. Graffam. Additionally,\nMr. Graffam has no direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.\n\n \n\nIn connection with Mr. Graffam’s\nappointment, Snizhana “Ana” Quan, who was previously named the Company’s Principal Financial Officer and Principal Accounting\nOfficer, will no longer hold those titles and will hold the title of Vice President of Finance and Corporate Controller."}