TACTILE SYSTEMS TECHNOLOGY,INC. (NASDAQ:TCMD) 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.
On July28, 2017, the board of directors of Tactile Systems Technology,Inc. (the “Company”) elected Cheryl Pegus, MD MPH to the board of directors of the Company, filling a seat created by an increase in the size of the board of directors effective July28, 2017. Dr.Pegus was also appointed to serve as a member of the Nominating and Corporate Governance Committee and the Compliance and Reimbursement Committee.
Dr.Pegus is currently Clinical Professor of Medicine and Population Health at the NYU Langone Medical Center. She formerly served as the first Chief Medical Officer of Walgreen Co. (“Walgreens”) from 2010 to 2013, where she assisted in the expansion of its healthcare services, new product launches and data analytics. Prior to joining Walgreens, Dr.Pegus was the General Manager and Chief Medical Officer of SymCare Personalized Health Solutions,Inc., a Johnson& Johnson start-up company, and the National Medical Director/Clinical Product Head for Aetna,Inc. Dr.Pegus currently serves as a director on the boards of Cogentix Medical,Inc., Glytec, LLC, and US Acute Care Solutions. Within the medical academic community, she currently serves as a board member of the Founder’s Affiliate of the American Heart Association and as a board member and incoming chair of the Association of Black Cardiologists. The Company’s board of directors believes that Dr.Pegus’ prior and current medical and management experience and service on other boards make her strongly qualified to serve on the board of directors.
For her service on the board, Dr.Pegus will be compensated in accordance with the Company’s non-employee director compensation policy. She will be granted a stock option with a term of seven years to purchase up to a pro rata portion of $50,000 of shares of the Company’s common stock, such pro rata portion based on the number of days Dr.Pegus will serve until the next annual meeting of stockholders as compared to the number of days between that annual meeting and the immediately preceding annual meeting of stockholders, based on a grant date fair value computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Stock Compensation, at an exercise price per share equal to the closing price of the Company’s common stock on the Nasdaq Global Market on the grant date. She will also be granted restricted stock units (“RSUs”) with a value of a pro rata portion of $50,000, such pro rata portion based on the number of days Dr.Pegus will serve until the next annual meeting of stockholders as compared to the number of days between that annual meeting and the immediately preceding annual meeting of stockholders, calculated by dividing the pro rata portion of $50,000 by the closing sale price per share of the Company’s common stock on the Nasdaq Global Market on the date of grant. These initial grants will be made after the close of market on the second business day following the release of the Company’s financial results for the quarter ended June30, 2017, and will vest in a single installment on the earlier of one year from the grant date or the date of the Company’s 2018 annual meeting of stockholders, subject to the condition that Dr.Pegus remains a director as of that date.
Dr.Pegus will also receive an annual cash retainer of $35,000 per year for her service on the board, a cash retainer of $4,000 per year for her service as a member of the Nominating and Corporate Governance Committee, and a cash retainer of $4,000 per year for her service as a member of the Compliance and Reimbursement Committee, each prorated for her first year of service. Non-employee directors may elect to receive between 10% and 50% of their aggregate annual cash retainers in the form of RSUs, with the number of RSUs calculated by dividing the amount of the retainer payable on a certain date by the closing sale price per share of the Company’s common stock on the date of grant. The Company also reimburses its directors for their reasonable out-of-pocket expenses incurred in connection with attending board and committee meetings.
A copy of the press release announcing Dr.Pegus’ appointment to the board is furnished, but not filed, as Exhibit99 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99 Press Release dated August1, 2017
