Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(b) On July 27, 2016, Jason D. Hanson, the Executive Vice President,
Strategy, Corporate Development and General Counsel of NuVasive, Inc. (the “Company”) notified the Company that he was resigning, effective August 1, 2016, due to family health reasons. Joan B. Stafslien will serve as the
Company’s interim general counsel, effective as of August 1, 2016. Ms. Stafslien most recently served as Executive Vice President, General Counsel, and Corporate Secretary of CareFusion Corporation.
(c) On July 29, 2016, the Board of Directors of the Company (the “Board”) appointed Jereme Sylvain, the Company’s Vice
President and Corporate Controller, to serve as the Company’s Chief Accounting Officer, effective August 1, 2016. As the Company’s Vice President, Corporate Controller and Chief Accounting Officer, Mr. Sylvain will serve as the
Company’s principal accounting officer for purposes of the rules and regulations of the Securities and Exchange Commission (the “SEC”).
Mr. Sylvain, age 36, has served as the Company’s Vice President and Corporate Controller since March 2014 and is responsible for the
Company’s global accounting function, which includes general ledger management, SEC reporting, treasury, and shared service functions. Prior to joining the Company, Mr. Sylvain held the role of Senior Director, Finance with Thermo Fisher
Scientific, where he was responsible for global accounting for the life sciences solutions group. Mr. Sylvain joined Thermo Fisher Scientific in February 2014, following its acquisition of Life Technologies Corporation. From July 2007 to
February 2014, Mr. Sylvain held multiple finance and accounting roles at Life Technologies and its predecessor, Invitrogen Corporation. Prior to joining Invitrogen in July 2007, Mr. Sylvain was part of the public accounting firm Ernst &
Young LLP. Mr. Sylvain holds a B.S. in Finance from Arizona State University and a M.S. in Accountancy from the University of Notre Dame.
In connection with his appointment as Chief Accounting Officer, Mr. Sylvain’s annual base salary was set at $300,000, and he will be
eligible to receive a bonus payment under the 2016 Executive Performance Bonus Plan at a target level of $135,000. In addition, Mr. Sylvain was awarded on August 1, 2016 a grant of restricted stock units (“RSUs”) under the
Company’s 2014 Equity Incentive Plan, subject to vesting on August 1, 2019, with a grant date value of $250,000. The number of shares of the Company’s common stock subject to the RSUs will be calculated by dividing the grant date
value by the Company’s closing stock price on August 1, 2016.
(d) On July 29, 2016, the Board, upon the recommendation of the
Nominating and Corporate Governance Committee of the Board, elected Michael D. O’Halleran and Patrick S. Miles to serve as directors of the Company, effective August 1, 2016. Mr. O’Halleran will serve as a Class I director and will be
subject to re-election to the Board at the Company’s 2017 Annual Meeting of Stockholders. Mr. Miles will serve as a Class II director and will be subject to re-election to the Board at the Company’s 2018 Annual Meeting of
Stockholders. In connection with the election of Messrs. O’Halleran and Miles to the Board, the Board approved an increase in the size of the Board from eight to ten members. Following the election of Messrs. O’Halleran and Miles
to the Board, the Board is now comprised of ten directors, eight of whom are independent non-employee directors. There is no arrangement or understanding between Mr. O’Halleran or Mr. Miles with any other person pursuant to which each was
elected as a director of the Company.
Mr. O’Halleran, age 66, has served as Senior Executive Vice President of Aon plc, a provider
of risk management, insurance and consulting services, since September 2004. From 1999 to 2004, Mr. O’Halleran served as President and Chief Operating Officer of Aon Corporation. Mr. O’Halleran joined Aon in 1987 to lead its reinsurance
division. Since that time, he has served in several significant management positions within the Aon group of companies including, since August 2007, as the executive chairman of Aon Benfield, the division of Aon that provides reinsurance and
brokerage services. Mr. O’Halleran served as a director of Cardinal Health, Inc. from 1999-2009, and from 2009-2015, he served as a director of CareFusion Corporation (now part of Becton, Dickinson and Company).
Mr. Miles, age 50, has served as the Company’s President and Chief Operating Officer since February 2015 and is responsible for
leadership and management of the Company’s global products and services, as well as operational duties, including customer fulfillment, manufacturing, supply chain management and quality engineering. Prior to that, he served as the
Company’s President of Global Products and Services from October 2011 to January 2015;
President of the Americas from January 2010 to September 2011; Executive Vice President of Product Marketing and Development from January 2007 to December 2009; Senior Vice President of Marketing
from December 2004 to January 2007; and Vice President, Marketing from January 2001 to December 2004. Mr. Miles has more than 25 years of experience in the orthopedic industry, including prior roles with Medtronic Sofamor Danek and Smith &
Nephew. Mr. Miles received a B.S. in Finance from Mercer University.
There are no related person transactions within the meaning of Item
404(a) of Regulation S-K promulgated by the SEC between Mr. O’Halleran and the Company. Mr. O’Halleran will serve as a member of the Audit Committee of the Board. Pursuant to the Company’s current non-employee director
compensation package and under the Company’s 2014 Equity Incentive Plan, Mr. O’Halleran was awarded on August 1, 2016 a one-time initial grant of RSUs, subject to vesting on August 1, 2018 (the “Initial RSUs”), and a
pro-rated annual grant of RSUs, subject to vesting on the date of the 2017 Annual Meeting of Stockholders (the “Annual RSUs”). The Initial RSUs will be granted with a grant date value of $200,000. The Annual RSUs will be granted with a
grant date value of $119,589, which reflects $150,000 pro-rated for the period August 1, 2016 through May 18, 2017 (the anticipated date of the 2017 Annual Meeting of Stockholders). For both the Initial RSUs and the Annual RSUs, the number of shares
of the Company’s common stock subject to the RSUs will be calculated by dividing the grant date value by the Company’s closing stock price on August 1, 2016. Mr. O’Halleran will also receive an annual cash retainer of $65,000 for
his Board service, which is payable quarterly, commencing with the Company’s fourth fiscal quarter ending December 31, 2016. Mr. O’Halleran has entered into an indemnification agreement with the Company in substantially the form filed
as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 19, 2014.
As Mr. Miles is an
executive officer of the Company, he is not considered independent for purposes of the rules and regulations of the SEC or NASDAQ. Other than Mr. Miles’s employment relationship with the Company, there are no related person transactions
within the meaning of Item 404(a) of Regulation S-K promulgated by the SEC between Mr. Miles and the Company. Mr. Miles is not expected to serve as a member of any Board Committee, nor will he receive any additional compensation for his
service on the Board. Mr. Miles previously entered into an indemnification agreement with the Company in substantially the form filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 19, 2014.
On August 1, 2016, the Company issued a press release announcing the election of Messrs. O’Halleran and Miles to the Board. A
copy of this press release is furnished as Exhibit 99.1 hereto.