Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Directors
On April 20, 2020, Ronald Ellis, Ashley Friedman and Matthew Zuga, each members
of the Board of Directors (the "Board") of TELA Bio, Inc. (the "Company"),
notified the Company of their intentions to step down from their positions as a
members of the Board and respective committees of the Board, effective April 20,
2020. None of Messrs. Ellis, Freidman or Zuga's decisions to resign resulted
from any disagreement with the Company on any matters relating to the Company's
operations, policies or practices. The Company extends its deepest gratitude to
Messrs. Ellis, Freidman and Zuga for their distinguished service to the Board
and lasting contributions to the Company.
Appointment of Directors
On April 20, 2020, upon recommendation from the Company's Nominating and
Corporate Governance Committee, the Board appointed Lisa Colleran and Doug Evans
to serve as members of the Company's Board. Ms. Colleran and Mr. Evans were
appointed as Class I directors and will stand for re-election at the Company's
2020 annual meeting of stockholders. Ms. Colleran will serve on the Company's
Audit Committee, which will consist of Ms. Colleran, Mr. Evans and Federica
O'Brien, as chairperson, and the Company's Nominating and Corporate Governance
Committee, which will consist of Ms. Colleran and Adele Oliva, as chairperson.
Mr. Evans will serve as chairperson of the Board and on the Company's Audit
Committee and the Company's Compensation Committee, which will consist of Kurt
Azarbarzin, Mr. Evans and Vince Burgess, as chairperson.
The Board has determined that Ms. Colleran and Mr. Evans are independent
directors under the applicable Nasdaq listing rules. There are no arrangements
or understandings between either Ms. Colleran or Mr. Evans and any other person
pursuant to which they were selected as directors. There are no related party
transactions between the Company and Ms. Colleran or Mr. Evans (or any of their
immediate family members) requiring disclosure under Item 404(a) of Regulation
S-K. Neither of Ms. Colleran or Mr. Evans have any family relationships with any
of the Company's directors or executive officers.
On April 20, 2020, the Board granted stock options to purchase 8,000 shares of
the Company's common stock, par value $0.001 per share ("Common Stock"), under
the Company's 2019 Equity Incentive Plan, to each of Ms. Colleran and Mr. Evans
in connection with their appointment to the Board (the "Options"). The Options
will vest in 36 equal monthly installments, beginning on May 20, 2020, and
subject to the directors' continuous service with the Company.
In accordance with the Company's non-employee director compensation policy, Ms.
Colleran and Mr. Evans will also receive an annual base retainer of $40,000 for
their service on the Board. Ms. Colleran will receive an additional annual base
retainer of $10,000 for her service on the Company's Audit Committee and $5,000
for her service on the Company's Nominating and Corporate Governance Committee.
Mr. Evans will receive an additional annual base retainer of $35,000 for his
service as chairperson of the Board, $10,000 for his service on the Company's
Audit Committee and $7,500 for his service on the Company's Compensation
Committee. Ms. Colleran and Mr. Evans will also receive an annual award of an
option to purchase shares of Common Stock having an aggregate fair value on the
date of grant of $80,000, which will vest and become exercisable on the earlier
of the first anniversary of the date of grant or the date of the Company's
subsequent annual meeting of stockholders following the date of grant, subject
continued service with the Company.
Item 8.01 Other Events.
On April 23, 2020, the Company issued a press release announcing the appointment
of Lisa Colleran and Doug Evans to the Board. A copy of this press release is
filed as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit
No. Document
99.1 Press Release of TELA Bio, Inc., dated April 23, 2020.
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TELA BIO, INC. 
