Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 29, 2017, the Companys Board of Directors (the Board) increased the size of the Board from five to six and appointed Daniel Wolterman to the Board, effective as of September 5, 2017, to serve as a Class II director whose term expires at the annual meeting of stockholders to be held in 2020. In addition, Mr. Wolterman will replace Gregory Lucier on the Compensation Committee of the Board (the Compensation Committee), effective as of September 5, 2017.
Mr. Wolterman, age 60, previously served as President and CEO of Memorial Hermann Health System, the largest not-for-profit health system in Southeast Texas, from 2002 until his retirement in 2016. He has more than 30 years of experience in the healthcare industry and a long history of community involvement. He currently serves as a member of the boards of directors of NuVasive, Inc., Legacy ER & Urgent Care, and Vizient, Inc. He previously served on the board of directors of Volcano Corporation prior to its acquisition by Royal Philips in February 2015. Currently, Mr. Wolterman is sole owner and CEO of Wolterman Consulting, LLC. Wolterman Consulting, LLC provides strategic and operational consulting services to healthcare providers and other entities. Mr. Wolterman earned a B.S. degree in business administration and a M.B.A. in finance from the University of Cincinnati and a Masters Degree in healthcare administration from Xavier University. Mr. Woltermans extensive knowledge of the healthcare industry and his executive leadership experience as President and CEO of Memorial Hermann Health System provide valuable perspective and guidance to the Board.
Mr. Wolterman executed the Companys standard form of indemnification agreement, a copy of which has been filed as Exhibit 10.1 to the Companys Registration Statement on Form S-1 (File No. 333-203505) filed with the Securities and Exchange Commission on June 1, 2015.
There is no arrangement or understanding between Mr. Wolterman and any other persons pursuant to which Mr. Wolterman was elected as a director. In addition, Mr. Wolterman is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Wolterman will be eligible to participate in the Companys standard compensation arrangements for non-employee directors, including receiving cash and equity compensation, as described on pages 17 through 18 of the Companys 2017 proxy statement filed with the Securities and Exchange Commission on April 28, 2017.
On August 30, 2017, the Company issued a press release announcing Mr. Wolterman appointment as a director. The press release is attached hereto as Exhibit 99.1.