Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Hanger, Inc. (the "Company") announced that on September 24, 2020 the Company's
Board of Directors (the "Board") elected Mark M. Jones, M.D. as a director of
the Company to serve until the 2021 annual meeting of stockholders of the
Company and until his successor is elected and qualified.
Dr. Jones currently serves as Chief of Orthopedic Surgery at Johnston Willis
Hospital (HCA) in Richmond, Virginia, and is a practicing orthopedic surgeon at
OrthoVirginia, Virginia's largest provider of orthopedic medicine and therapy.
Dr. Jones has served in his current role at OrthoVirginia since 1995, and at
Johnston Willis Hospital (HCA) since 2015. Since 2015, Dr. Jones has been a
member of the Surgical Advisory Committee for Johnston Willis Hospital (HCA). He
was previously a member of the Board of Directors of OrthoVirgina/West End
Orthopedic Clinic from 2005-2015 and a member of the Board of Directors for
Westminster-Canterbury of Richmond from 2008-2010. Dr. Jones earned his Doctor
of Medicine from the Virginia Commonwealth University School of Medicine and his
Bachelor of Science from Duke University. In addition to completing orthopedic
and general surgery residencies at Virginia Commonwealth University School of
Medicine, Dr. Jones completed an Orthopedic Fellowship in Ankle and Foot Surgery
at the University of Virginia School of Medicine and an Orthopedic Fellowship in
Arthritis Surgery at the Johns Hopkins School of Medicine.
As a non-employee director, Dr. Jones will be compensated in accordance with the
Company's compensation policies for non-employee directors, which are described
in the Company's Proxy Statement for the Annual Meeting of Stockholders filed
with the Securities and Exchange Commission on April 2, 2020. Upon his election
to the Board, Dr. Jones will be entitled to receive a pro rata portion of the
annual cash retainer and annual equity award payable to non-employee directors.
There is no arrangement or understanding between Dr. Jones and any other person
pursuant to which Dr. Jones was elected as a director of the Company, and there
are no transactions in which Dr. Jones has an interest requiring disclosure
under Item 404(a) of Regulation S-K.
Dr. Jones was elected by the Board to fill a vacancy created by the Board when
it increased the size of its Board from nine to ten directors pursuant to its
authority to determine the size of the Board as granted to it under the Amended
and Restated By-Laws of the Company.
Dr. Jones has not been appointed to any committee of the Board at this time.
The Company's press release announcing the election of Dr. Jones is attached
hereto as Exhibit 99.1 and is incorporated herein by reference into this Item
5.02.
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