Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 8, 2021, the Board of Directors (the “Board”) of Helius Medical Technologies, Inc. (the “Company”), pursuant to its powers under the Certificate of Incorporation, as amended, and the Amended and Restated Bylaws of the Company, approved an increase in the size of the Board from five to six directors and the appointment of Paul Buckman to fill the vacancy created by such increase, which appointment became effective on September 10, 2021 upon Mr. Buckman’s acceptance.
Mr. Buckman has served as the President of North America for LivaNova PLC (Nasdaq: LIVN) since April 2019 and previously served as the General Manager of Structural Heart for LivaNova PLC from April 2017 to December 2019. Prior to joining LivaNova PLC, Mr. Buckman served as chief executive officer of Conventus Orthopaedics, a Minnesota-based company specializing in peri-articular bone fracture fixation, from September 2013 until March of 2017. Mr. Buckman was chief executive officer of Sentreheart, Inc., a medical technology company focused on closure of various anatomic structures, from February 2012 to September 2013. Previously, Mr. Buckman served as chief executive officer and chairman of Pathway Medical Technologies, Inc., a medical device company focused on treatment of peripheral arterial disease, from September 2008 to February 2012; as chief executive officer of Devax, Inc., a developer and manufacturer of drug eluting stents, from December 2006 to September 2008; as president of the cardiology division of St. Jude Medical, Inc., a publicly traded diversified medical products company, from August 2004 to December 2006; and as chairman of the board of directors and chief executive officer of ev3, LLC, a Minnesota-based medical device company focused on endovascular therapies that Mr. Buckman founded and developed into an $80 million business, from January 2001 to January 2004. Mr. Buckman has worked in the medical device industry for over 30 years, including 10 years at Scimed Life Systems, Inc. and Boston Scientific Corporation (NYSE: BSX), a publicly traded medical device manufacturer, where he held several executive positions before becoming president of the cardiology division of Boston Scientific in January 2000. Mr. Buckman also currently serves as a director for Ablative Solutions, Inc., ActivOrtho, SentiAR, Shoulder Innovations, and as chairman of Miromatrix, Inc. and NeuroOne Medical Technologies Corporation (Nasdaq: NMTC). He previously served as a director of Conventus Orthopaedics, Caisson Interventional LLC, Velocimed, Inc., where he was a co-founder, EndiCor, Inc., Microvena, Inc., Sunshine Heart, Inc., n/k/a Nuwellis, Inc. (Nasdaq: NUWE), a publicly-held early-stage medical device company, NexGen Medical, Micro Therapeutics, Inc., and as chairman of the board of NeuroOne, Inc.
The Board has determined that Mr. Buckman satisfies the independence criteria set forth in the Nasdaq rules and is “independent” for purposes of serving on the Board. Effective September 10, 2021, the Board appointed Mr. Buckman as Chair of the Audit Committee of the Board, and appointed him as a member of the Compensation Committee and Nominating and Corporate Governance Committee. Mr. Buckman will be compensated in accordance with the Company’s non-employee director compensation program.
In connection with Mr. Buckman’s appointment to the Board, the Company will enter into its standard form of indemnification agreement for directors and officers, a copy of which was previously filed as Exhibit 10.24 to the Form 8-K filed on March 10, 2021 and is incorporated herein by reference, with Mr. Buckman. Pursuant to the terms of the indemnification agreement, the Company may be required, among other things, to indemnify Mr. Buckman for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by her in any action or proceeding arising out of her service to the Board.
There is no understanding or arrangement between Mr. Buckman and any other person pursuant to which Mr. Buckman was selected as a director. Mr. Buckman does not have any family relationship with any director, executive officer or person nominated or chosen by us to become a director or executive officer.
A copy of the press release dated September 14, 2021 announcing Mr. Buckman’s appointment to the Board is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.