Cutera, Inc. (NASDAQ:CUTR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 9.01.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Consultant Chief Financial Officer
On July 12, 2017, the Company retained Sandra A. Gardiner as Chief Financial Officer (“CFO”) of the Company on a consulting basis as the Company conducts a search for a permanent Chief Financial Officer. The press release announcing Ms. Gardiner’s retention is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Ms. Gardiner’s consulting agreement is for six (6) months through January 12, 2018, and may be terminated immediately by either the Company or Ms. Gardiner upon thirty (30) days written notice, or immediately with cause as defined in the consulting agreement. Ms. Gardiner’s compensation will be four hundred ten dollars per hour ($410.00/hour) for a minimum of thirty (30) hours per week. Additionally, upon termination of the agreement for any reason other than (1) by the Company for cause, (2) by Ms. Gardiner without cause before she has provided services for at least ninety (90) days, or (3) if Ms. Gardiner becomes a full-time employee of the Company, the Company agrees to pay Ms. Gardiner a Termination Fee. The Termination Fee is approximately equal to Ms. Gardiner’s average monthly compensation under the agreement, multiplied by three (3). The six (6) month cash compensation of Ms. Gardiner, working thirty (30) hours per week, would be as follows:
|
Name |
Position |
Hourly Compensation |
Total Estimated Hours |
Estimated Termination Fee(1) |
Estimated Six Month(2) Cash Compensation |
|
Sandra A. Gardiner |
Consultant Chief Financial Officer |
$410 |
|
$159,900 |
$479,700 |
|
() |
The Termination Fee is equal to three months’ average monthly compensation based on 30 hours per week. |
|
(2) |
The estimate is based on 26 weeks working at 30 hours per week (the minimum number of hours under the agreement) plus an assumed Termination Fee that would be payable at the end of the six month period. |
Change in Role and Departure of Ronald J Santilli, Chief Financial Officer
As previously reported on April 17, 2017, Ronald J. Santilli, Executive Vice President and Chief Financial Officer, notified the Company that he intends to transition out from his position in the Company. As of July 12, 2017, Mr. Santilli will no longer serve as the Company’s Chief Financial Officer but will remain an employee of the Company for at least three months to assist with the transition of matters to Ms. Gardiner. Following the three month transition period, Mr. Santilli’s employment with the Company will terminate.
Mr. Santilli’s transition agreement compensates him for assisting in transition services based on his current monthly salary of $30,583.33 as follows: (1) his full salary for the first month he provides transition services, (2) two-thirds of his full salary for the second month he provides transition services, and (3) one-third of his full salary for the third month he provides transition services. It is expected that Mr. Santilli’s employment with the Company will terminate following three months.
Item 9.01 Financial Statements and Exhibits.
|
ExhibitNo. |
Description |
|
99.1 |
Press Release dated July 12, 2017 announcing the retention of Sandra A. Gardiner as consultant Chief Financial Officer and the change in duties of Ronald J. Santilli, exiting Executive Vice President and Chief Financial Officer. |
CUTERA INC ExhibitEX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACTS: Cutera,…To view the full exhibit click here
About Cutera, Inc. (NASDAQ:CUTR)
Cutera, Inc. is a medical device company. The Company is engaged in the design, development, manufacture, marketing and servicing of laser and other energy-based aesthetics systems for practitioners across the world. The Company offers products based on product platforms, such as enlighten, excel HR, truSculpt, excel V and xeo, each of which enables physicians and other practitioners to perform aesthetic procedures for customers. Each of its laser and other energy-based platforms consists of one or more hand pieces and a console that incorporates a universal graphical user interface, a laser or other energy-based module, control system software and high voltage electronics. enlighten is a dual wavelength (1,064 nanometer + 532 nanometer) and dual pulse duration (750 picosecond (ps) and 2 nanosecond (ns)) laser system. excel V is a vascular and benign pigmented lesion treatment platform designed for the core-market of dermatologists and plastic surgeons.
