Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Director; Appointment of Member to Audit Committee
On March
18
, 2019, the Board of Directors (the “
Board
”) of Pulse Biosciences, Inc. (the “
Company
”) increased the size of the Board by one and elected Mitchell Levinson to the Board to fill the resulting vacancy on the Board, effective immediately. Mr. Levinson will serve until his term expires at the annual meeting of stockholders to be held in 2019 and until his successor is elected and qualified or until his earlier death, resignation or removal. In addition, the Board appointed Mr. Levinson to serve on the Audit Committee of the Company.
Mr. Levinson
is currently a board member and Chief Technology Officer of Cerebrotech Medical Systems, a start-up medical device company he co-founded in 2010 focusing on noninvasive continuous monitoring for early detection of cerebral bleeding and edema. Prior to 2010, Mr. Levinson was the Chief Executive Officer for Zeltiq Aesthetics Inc., where he was its first employee in 2005, and served as its president and its Chief Executive Officer from September 2005 until September 2009. He continued with Zeltiq as Chief Scientific Officer from September 2009 through December 2010. From March 2000 to September 2005, he served as Vice President of Research and Development of Thermage, Inc. (later renamed Solta Medical), a company engaged in cosmetic tissue tightening devices. Mr. Levinson earned his BS in Mechanical Engineering from University of California at San Diego and holds an M.S
.
in Computer Systems from the University of Phoenix. Mr. Levinson has over twenty-five years of progressive experience in medical device start-up executive management and board participation, product development and manufacturing engineering and he has many years of experience in medical device intellectual property, operations, clinical and regulatory strategy, commercial business development, sales training and marketing. Mr. Levinson previously served on the Board from January 2015 to November 2017.
In accordance with the Company’s policy, Mr. Levinson will receive: (i) an annual retainer of $35,000; (ii) an annual retainer of $7,500 for his service on the Audit Committee; (iii) an initial stock option grant to purchase 35,000 shares of the Company’s common stock under the terms of the Company’s equity compensation plan which will vest over three years, with one-third of the shares subject to the option vesting on the one year anniversary of the date of grant, and the remaining shares vesting monthly over the following two years, provided he continue to serve as a director through each vesting date; and (iv) an annual stock option grant to purchase 15,000 shares of the Company’s common stock on the date of the annual meeting which will vest monthly over one year, provided such non-employee director continues to serve as a director through each vesting date beginning on the date of the first annual meeting that is held after he receives his initial award, provided he continue to serve as a director through such date.
Mr. Levinson will be executing the Company’s standard form of indemnification agreement.
There are no family relationships between Mr. Levinson and any director or executive officer of the Company and Mr. Levinson was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person. Mr. Levinson has not engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.