Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 5, 2023, the Board of Directors (the "Board") of the Company
appointed Karolina Hilu as a Class III director. Ms. Hilu currently serves as an
independent director and advisor to several high-growth public and private
health tech companies, including HealthJoy. She was previously founding Chief
Executive Officer of Emsana Health, a value-based purchasing start-up, as well
as Chief Strategy Officer of Crossover Health, a pioneer in the tech-enabled
direct primary care. She started her career in corporate strategy at The
Advisory Board Company and in healthcare investing at HLM Venture Partners and
Merrill Lynch. Ms. Hilu earned a bachelor's degree from Harvard University and
an MD and an MBA in Finance and Accounting from The University of Chicago.
Ms. Hilu will serve with a term expiring at the Company's annual meeting of
stockholders to be held in 2023, and until her successor is duly elected and
qualified or her earlier death, disqualification, resignation or removal. Ms.
Hilu was appointed to the Board as the "independent" designee of NVX Holdings,
Inc. pursuant to the terms of the Stockholders Agreement dated July 15, 2020, by
and among the Company and the persons and entities listed on the schedules
attached thereto. Ms. Hilu was not appointed to any committee of the Board at
the time of her election.
As a non-employee director and pursuant to the Company's Non-Employee Director
Compensation Policy, Ms. Hilu will receive an annual retainer of $150,000 for
service on the Board, and an annual award of restricted stock units that have an
aggregate fair value on the date of grant of $150,000, which shall vest and
become exercisable in four equal installments on the first four quarterly
anniversaries of the date of grant, subject to Ms. Hilu's continued service on
the Board through the applicable vesting date. The above annual retainer and
award of restricted stock units will be pro-rated for Ms. Hilu's partial year of
service, calculated based on the date of appointment and continuing until the
one-year anniversary of the immediately previous annual meeting. In connection
with her appointment, the Company and Ms. Hilu have entered into the Company's
standard indemnification agreement for directors. There are no transactions
between the Company and Ms. Hilu that would be required to be reported under
Item 404(a) of Regulation S-K.
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