Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Erica Schwartz, MD, JD, MPH to the Board of Directors
On September 8, 2021, the Board of Directors (the "Board") of Butterfly Network,
Inc. (the "Company") appointed Erica Schwartz, MD, JD, MPH to the Board,
effective as of the same date. The Board also appointed Dr. Schwartz to serve on
the newly established Technology Committee of the Board (as described below).
Dr. Schwartz will serve for a term to continue until the Company's next annual
meeting of stockholders. In connection with Dr. Schwartz's election to the
Board, the Board also approved an increase in the size of the Board from eight
members to nine members.
Dr. Schwartz, age 49, served as the Deputy Surgeon General for the U.S.
Department of Health and Human Services from March 2019 to April 2021, where she
led the country's public health deployment in response to the COVID-19 pandemic.
Prior to her role as the Deputy Surgeon General, Dr. Schwartz spent 24 years in
the uniformed service, during which time she was promoted through the ranks to
Rear Admiral of the U.S. Coast Guard, where she served as the Chief Medical
Officer and Director of Health, Safety, and Work Life from 2015 to 2019.
Previously, Dr. Schwartz served as the U.S. Coast Guard's Chief of Health
Services from 2013 to 2015 and Preventive Medicine Chief from 2005 to 2013. Dr.
Schwartz has served on the board of directors of Aveanna Healthcare Holdings
Inc. (Nasdaq: AVAH), a provider of a broad range of pediatric and adult
healthcare services, since May 2021. Dr. Schwartz is trained and board certified
in Preventive Medicine. She received a Bachelor of Science degree in Biomedical
Engineering from Brown University, an Medical Doctorate from Brown University
School of Medicine, a Master of Public Health degree with a dual concentration
in health services administration and occupational and environmental medicine
from the Uniformed Services University of the Health Sciences, and a Juris
Doctorate from the University of Maryland School of Law. Dr. Schwartz's
qualifications to serve on the Board include her extensive leadership experience
in healthcare and her background in medicine, biomedical engineering and law.
The Board has affirmatively determined that Dr. Schwartz is an independent
director pursuant to the New York Stock Exchange listing standards. There are no
arrangements or understandings between Dr. Schwartz and any other person
pursuant to which Dr. Schwartz was appointed as a director. There are no
transactions to which the Company is a party and in which Dr. Schwartz has a
material interest that are required to be disclosed under Item 404(a) of
Regulation S-K. Dr. Schwartz has not previously held any positions with the
Company and has no family relations with any directors or executive officers of
the Company.
Dr. Schwartz will be entitled to the standard compensation paid by the Company
to all of its nonemployee directors under the Company's Amended and Restated
Nonemployee Director Compensation Policy (as described below and pro-rated as
applicable to reflect the actual time Dr. Schwartz will serve on the Board for
the year).
Dr. Schwartz has also entered into an indemnification agreement in the form the
Company has entered into with its other nonemployee directors, which form is
filed as Exhibit 10.17 to the Company's Current Report on Form 8-K, filed by the
Company on February 16, 2021 and is incorporated herein by reference.
A copy of the press release announcing Dr. Schwartz's appointment to the Board
is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Technology Committee
On September 8, 2021, the Board authorized and established the Technology
Committee of the Board (the "Technology Committee") to oversee science and
technology matters of the Company. The Board appointed Jonathan M. Rothberg,
Ph.D., Elazer Edelman, M.D., Ph.D. and Dr. Schwartz to serve as members of the
Technology Committee, and appointed Dr. Edelman to serve as Chair of the
Technology Committee.
Amended and Restated Nonemployee Director Compensation Policy
On September 8, 2021, the Board approved the Amended and Restated Nonemployee
Director Compensation Policy, which amends the Company's Nonemployee Director
Compensation Policy to add the annual cash retainers for service as a member or
chair of the Technology Committee. Pursuant to the Amended and Restated
Nonemployee Director Compensation Policy, the annual cash retainer for service
as a member of the Technology Committee is $7,500 and the annual cash retainer
for service as chair of the Technology Committee is $15,000. These fees are
payable in arrears in quarterly installments as soon as practicable following
the last business day of each fiscal quarter, provided that the amount of such
payment will be prorated for any portion of such quarter that a director is not
serving on the Board, on such committee or in such position.
The foregoing description of the Amended and Restated Nonemployee Director
Compensation Policy is not complete and is subject to and qualified in its
entirety by reference to the Amended and Restated Nonemployee Director
Compensation Policy, a copy of which is attached as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Amended and Restated Nonemployee Director Compensation Policy
99.1 Press Release dated September 9, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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BUTTERFLY NETWORK, INC. 
