NUVASIVE, INC. (NASDAQ:NUVA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)On January 3, 2019, NuVasive, Inc. (the “Company”) issued a press release (the “Organizational Press Release”) announcing updates to its organizational structure and leadership team.The Organizational Press Release included changes in management roles and responsibilities under the leadership of J. Christopher Barry, who joined the Company as Chief Executive Officer on November 5, 2018.A copy of the Organizational Press Release is furnished as Exhibit99.1 to this Current Report on Form 8-K.
Under the new organizational structure, the Company eliminated the positions of Executive Vice President, People and Culture, and Executive Vice President, Global Process Transformation, which positions had been held by Peter Leddy, Ph.D. and Stephen Rozow, respectively.Each of Dr. Leddy and Mr. Rozow ceased to be officers and employees of the Company as of December 31, 2018, and each entered into a separation agreement and general release with the Company with respect thereto.Dr. Leddy and Mr. Rozow also entered into general consulting and services agreements with the Company to which they agreed to assist with the transition of their responsibilities. In addition, each entered into an amendment to his existing Propriety Information, Inventions Assignment and Restrictive Covenant Agreement with the Company (each, an “Amended PIIA”), which provides that certain restrictive covenants, including non-competition and non-solicitation restrictions, shall continue for a period of two years following termination of their respective consulting engagements.
Additional changes to management roles and responsibilities are disclosed in Item 5.02 of this Current Report on Form 8-K.
(e)On December 29, 2018, Dr. Leddy and the Company entered into a separation agreement and general release (the “Separation Agreement”).In accordance with the terms of the Separation Agreement, Dr. Leddy will be eligible to receive, in exchange for a general release of claims against the Company, benefits under the Company’s executive severance plan, which provides for the payment of (i) 12 months of annual base salary, (ii) an annual performance bonus for the year ended December 31, 2018, payable in March 2019 at the lesser of target or actual performance, (iii) an amount equal to the after-tax cost of health benefits for a period of 12 months, and (iv) outplacement services.In addition, Dr. Leddy’s outstanding long-term incentive awards that had not vested as of December 31, 2018 were modified, such that any and all service vesting conditions for such awards were waived; provided, however, that such awards shall remain subject to and conditioned on satisfaction of any and all applicable performance conditions and such modification shall not shorten any performance period applicable to such awards or accelerate the settlement date of any such awards prior to the end of the performance period.On December 29, 2018, Dr. Leddy and the Company also entered into a general consulting and services agreement (the “Consulting Agreement”). to the Consulting Agreement, Dr. Leddy has agreed to provide consulting services to the Company from December 31, 2018 through December 31, 2019, to assist with the transition of his current responsibilities, for which he will receive monthly compensation of $20,000.
The foregoing information is a summary of select terms from the agreements entered into with Dr. Leddy, is not complete, and is qualified in its entirety by reference to the full text of the agreements.Dr. Leddy’s Separation Agreement, Consulting Agreement, and Amended PIIA are attached as Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.02Other Events.
In the Organizational Press Release, the Company also announced that Lucas Vitale, the Company’s Vice President, Human Resources, was promoted to the position of Chief Human Resources Officer.In this role, Mr. Vitale will serve as an executive officer of the Company with leadership responsibilities for the Company’s human resources function.
Item 5.02Financial Statements and Exhibits.
(d)Exhibits.
NUVASIVE INC Exhibit
EX-99.1 2 nuva-ex991_6.htm EX-99.1 nuva-ex991_6.htm Exhibit 99.1 NEWS RELEASE NUVASIVE CEO J. CHRISTOPHER BARRY ANNOUNCES NEW ORGANIZATIONAL STRUCTURE AND LEADERSHIP TEAM SAN DIEGO – January 3,…
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About NUVASIVE, INC. (NASDAQ:NUVA)
Nuvasive, Inc. is a medical device company in the spine market. The Company focuses on developing minimally-disruptive surgical products and procedurally-integrated solutions for the spine. The Company offers two product lines: spine surgery products and biologics. The Company’s spine surgery products line offerings include thoracolumbar product offerings, cervical product offerings, Intra-Operative Monitoring (IOM) services and disposables, which are used to enable access to the spine and to perform restorative and fusion procedures in a minimally disruptive fashion. The Company’s biologics product line offerings includes allograft (donated human tissue), FormaGraft (a collagen synthetic product), Osteocel Plus and Osteocel Pro (each an allograft cellular matrix containing viable mesenchymal stem cells (MSCs)), and AttraX (a synthetic bone graft material), all of which are used to aid the spinal fusion or bone healing process.
