Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d) Election of New Director.
On November 2, 2021, the Board of Directors (the "Board") of ClearPoint Neuro,
Inc. (the "Company") increased the size of the Board from seven to eight
members, and, with the recommendation of the Corporate Governance and Nominating
Committee of the Board, appointed Linda M. Liau, MD, PhD, MBA to fill the newly
created directorship, effective immediately. Dr. Liau will serve as a director
of the Company until the 2022 annual meeting of stockholders and until her
successor is duly elected and qualified or until her earlier death, resignation,
disqualification or removal.
Dr. Linda M. Liau is a Professor of Neurosurgery and the W. Eugene Stern Chair
of the Department of Neurosurgery at the David Geffen School of Medicine at the
University of California, Los Angeles ("UCLA"). She is the Co-Director of the
UCLA Brain Tumor Center, and Principal Investigator and Director of the
NCI-designated UCLA Brain Tumor SPORE (Specialized Program of Research
Excellence). Dr. Liau is internationally recognized for her achievements in
understanding the immunology of malignant brain tumors and pioneering the use of
dendritic cell-based vaccines for glioblastoma. Clinically, she has developed
novel ways to map brain function during awake brain tumor surgeries using
functional MRI (fMRI) correlates and specializes in surgery for brain tumors in
eloquent areas. She received her BS and BA degrees from Brown University. She
received her MD degree from Stanford University School of Medicine, a PhD degree
in Neuroscience from UCLA and an MBA from the UCLA Anderson School of
Management.
In accordance with the Company's Non-Employee Director Compensation Plan, Dr.
Liau will be entitled to receive a $40,000 annual retainer for service as a
Board member as well as a supplemental annual retainer in the event she is
appointed to serve as a member of a committee of the Board. In addition, in
connection with her appointment to the Board and pursuant to the terms of the
Company's Non-Employee Director Compensation Plan, Dr. Liau will receive an
equity grant valued at $120,000, consisting of a stock option and restricted
stock award. The shares subject to such stock option and restricted stock award
will vest on the first anniversary of the grant. Further, on the day following
each annual meeting of stockholders in which she is elected or is then serving
as a director, Dr. Liau will receive an equity grant valued at $120,000,
consisting of a stock option and restricted stock award. The shares subject to
such stock option and restricted stock award will vest on the earlier of the
first anniversary of the grant date or the day immediately preceding the next
annual meeting of stockholders.
Dr. Liau shall be entitled to the benefits of the same insurance,
indemnification, reimbursement and other policies generally applicable to
non-employee directors of the Board. Related thereto, the Company has entered
into its standard form of indemnification agreement with Dr. Liau (the
"Indemnification Agreement"). The Indemnification Agreement provides, among
other things, that the Company will indemnify Dr. Liau under the circumstances
and to the extent provided for therein, for certain expenses, including
attorneys' fees, judgments, fines and settlement amounts incurred by her in any
action or proceeding arising out of her service as a director of the Company.
The foregoing description of the terms and conditions of the Indemnification
Agreement is only a summary and is qualified in its entirety by the full text of
the Indemnification Agreement, the form of which was previously filed
as Exhibit 10.2 to the Company's Current Report on Form 8-K, filed on June
28, 2021, and is incorporated herein by reference.
There are no arrangements or understandings between Dr. Liau and any other
persons pursuant to which she was appointed as a director of the Company. There
are no family relationships between Dr. Liau and any director, executive
officer, or any person nominated or chosen by the Company to become a director
or executive officer. There are no related person transactions (within the
meaning of Item 404(a) of Regulation S-K promulgated by the Securities and
Exchange Commission) between Dr. Liau and the Company.
Item 7.01. Regulation FD Disclosure.
On November 2, 2021, the Company issued a press release announcing the
appointment of Dr. Liau to the Board. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, as well as
Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), nor shall it be deemed incorporated by reference in any filing under the
Securities Act, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated November 2, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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CLEARPOINT NEURO, INC. 
