Hanger,Inc. (OTCMKTS:HNGR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Hanger,Inc. (the “Company”) announced that on November14, 2017 the Company’s Board of Directors (the “Board”) elected Thomas C. Freyman and John T. Fox as directors of the Company to serve until the 2018 annual meeting of stockholders of the Company and until their successors are elected and qualified.
Mr.Freyman recently retired from Abbott Laboratories after serving as Executive Vice President of Finance and Administration, and prior to that, Chief Financial Officer. Mr.Freyman served in a number of other key roles throughout his 16-year tenure at Abbott Laboratories, a publicly held company that engages in the discovery, development, manufacture and sale of a broad and diversified line of healthcare products. Earlier in his career, Mr.Freyman held various accounting, financial planning, treasury and controllership roles. Since 2013, Mr.Freyman has been a member of the Board of Directors and a member of the Audit Committee of Tenneco,Inc. Mr.Freyman, a Certified Public Accountant, earned a bachelor’s degree in accounting from University of Illinois, Urbana-Champaign and a master’s degree in management from Kellogg Graduate School of Management, Northwestern University.
Since 2015, Mr.Fox has held the position of Chief Executive Officer and President of Beaumont Health, Michigan’s largest healthcare system. Prior to joining Beaumont Health, Mr.Fox held positions at Emory Healthcare, the largest and most comprehensive health system in Georgia. He joined Emory as Chief Operating Officer in 1999 and assumed the role of Chief Executive Officer and President in 2002. Throughout his 30+ year career, Mr.Fox has held various roles within the healthcare sector, including Executive Vice President of IU Health (formerly Clarian Health), a large health system and academic medical center in Indianapolis, and Vice President and Chief Financial Officer at The John Hopkins Hospital in Baltimore, Maryland. After obtaining a bachelor’s degree and a master’s degree in business administration, Mr.Fox began his career as an MBA/CPA at Coopers& Lybrand. Mr.Fox was a director at HealthSpring,Inc. from 2010 until its acquisition by Cigna in 2012.
As non-employee directors, Mr.Freyman and Mr.Fox will be compensated in accordance with the Company’s compensation policies for non-employee directors, which are described in the Company’s Annual Report on Form10-K filed with the Securities and Exchange Commission on May12, 2017. Upon their elections to the Board, each of Mr.Freyman and Mr.Fox will be entitled to receive a pro rata portion of the annual cash retainer and annual equity award payable to non-employee directors.
There is no arrangement or understanding between either of Mr.Freyman or Mr.Fox and any other person to which Mr.Freyman or Mr.Fox was elected as a director of the Company, and there are no transactions in which Mr.Freyman or Mr.Fox have an interest requiring disclosure under Item 404(a)of Regulation S-K.
Mr.Freyman and Mr.Fox were elected by the Board to fill vacancies created by the Board when it increased the size of its Board from nine to eleven directors to its authority to determine the size of the Board as granted to it under the Amended and Restated By-Laws of the Company.
Mr.Freyman was made a member of the Audit Committee of the Board following his election to the Board. Mr.Fox was made a member of the Compensation Committee of the Board following his election to the Board.