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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