Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 15, 2019, Cutera, Inc. ("Cutera" or the Company) appointed Fuad
Ahmad, a partner at FLG Partners, LLC ("FLG Partners"), a chief financial
officer services and board advisory consulting firm, as Cutera's Interim Chief
Financial Officer to serve as the Company's principal financial officer while
Cutera conducts its ongoing search for a new Chief Financial Officer. Mr. Ahmad
will serve in these positions until his successor is appointed or until
Mr. Ahmad's earlier resignation or removal.
Mr. Ahmad, 49, has been a partner at FLG Partners since January 2013 and has
served as consulting Chief Financial Officer for multiple clients of FLG
Partners. Prior to this assignment, Mr. Ahmad served on an FLG assignment as
Chief Financial Officer of Telenav, Inc. (NASDAQ: TNAV), a listed enterprise
software company focused on connected care and location-based services. From
April 2016 to June 2018, Mr. Ahmad served as Chief Financial Officer of Quantum
Corporation (NYSE: QTM), a listed company focused on enterprise data storage and
software defined storage workflows. From November 2015 to March 2016, Mr. Ahmad
served on an FLG assignment for Real Time Innovation, Inc., a private enterprise
IoT software company. At Real Time Innovation, Mr. Ahmad served as an advisor to
the board of directors and the chief executive officer as the company
transitioned the business to subscription pricing. Prior to Real Time
Innovation, Mr. Ahmad served on an FLG assignment as Chief Financial Officer for
Ensighten, Inc. from February 2013 until November 2015. From June 1996 to April
2012, Mr. Ahmad served in various positions with both public and private
companies. Mr. Ahmad received a B.S. in Finance from Brigham Young University.
In connection with retaining Mr. Ahmad as its Interim Chief Financial Officer,
Cutera entered into a Confidential Consulting Agreement with FLG Partners,
effective November 11, 2019 (the "Consulting Agreement"), pursuant to which
Cutera will pay FLG Partners at a rate of $450.00 per hour for Mr. Ahmad's
services. The Consulting Agreement requires that Cutera indemnify Mr. Ahmad and
FLG Partners in connection with Mr. Ahmad's performance of services. The
Consulting Agreement has an indefinite term, however it is subject to
termination by either party upon thirty days' notice.
The Nominating and Governance Committee of the Board is actively searching for
qualified candidates to serve as the Company's Chief Financial Officer, which
performs the functions of the Company's principal financial officer.
The foregoing description of the Consulting Agreement is only a summary and is
qualified in its entirety by reference to the Consulting Agreement, a copy of
which is as attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
Item 7.01. Regulation FD Disclosure.
On November 18, 2019, Cutera issued a press release related to Item 5.02 of this
Current Report on Form 8-K. A copy of the press release is attached hereto as
Exhibit 99.1.
The information in Items 5.02 and 7.01 of this report is being furnished, not
filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, and pursuant to General Instruction B.2 of Form 8-K, will not be
incorporated by reference into any filing under the Securities Act of 1933, as
amended, unless specifically identified therein as being incorporated therein by
reference.
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Item 9.01. Exhibits.
Exhibit No. Description
10.1 Consulting Agreement between Cutera, Inc. and FLG Partners,
effective November 11, 2019.
99.1 Press Release of Cutera, Inc. dated November 18, 2019.
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