Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Director
On November 24, 2021, the Board of Directors (the "Board") of Pulse Biosciences,
Inc. (the "Company") elected Shelley D. Spray to the Board, effective
immediately. Ms. Spray will serve until her term expires at the annual meeting
of stockholders to be held in 2022 and until her successor is elected and
qualified or until her earlier death, resignation or removal.
Ms. Spray currently serves as Head of Marketing at Summit Therapeutics Inc., a
biopharmaceutical company focused on the discovery, development and
commercialization of novel, precision medicinal therapies to solve serious unmet
needs. Ms. Spray has over 25 years in the healthcare industry holding multiple
executive roles which include Chief Marketing Officer of Aesthera Corporation
(acquired by Solta Medical), where she focused on growth strategies and
commercialization of their Isolaz photopneumatic system, and Vice President of
Worldwide Marketing at Xlumena Inc. (acquired by Boston Scientific), where she
led the development of their launch strategy for its endoscopic ultrasound
guided transluminal system. Before this, Ms. Spray was Vice President of
Worldwide Marketing at Intuitive Surgical [NASDAQ: ISRG] where she led early
commercialization strategies into the US and international markets. In the late
1990s, Mr. Spray was Vice President and General Manager of the Radiosurgery and
StealthNet Divisions of Medtronic, Inc. At Medtronic, she rebuilt
infrastructure, redefined divisional focus, and developed B2B and B2C strategies
for minimally invasive brain tumor treatments. Ms. Spray has been honored with
many awards including a prestigious Telly Award and a Business Week Magazine
Bronze award for product development and design. Ms. Spray received a BS in
Business, Magna Cum Laude, Beta Gamma Sigma, from Arizona State University and
graduated from the Competitive Strategic Marketing Program of Columbia
University's Executive School of Business.
In accordance with the Company's non-employee director compensation policy,
non-employee directors receive an annual retainer of $40,000, to be paid in
equal quarterly installments, for service on the Board. Consistent with Company
policy, Ms. Spray will receive a proportionate retainer for her service on the
Board until the next annual meeting of stockholders. Also, consistent with
Company policy, Ms. Spray may elect to convert all or a portion of her cash
retainer payments into a number of options (a "Retainer Option," and such
election, a "Retainer Option Election"). The number of shares subject to a
Retainer Option will be equal to (i) the product of (A) the dollar value of the
aggregate cash-based retainer payments that she elects to forego over the course
of a specified period covered by a Retainer Option Election in favor of
receiving a Retainer Option multiplied by (B) three, divided by (ii) the fair
market value of a share on the date of grant of the Retainer Option, provided
that the number of shares covered by such Retainer Option shall be rounded to
the nearest whole share. The Company will also reimburse Ms. Spray for all
reasonable out-of-pocket expenses incurred in the performance of her duties as a
director.
In addition, Ms. Spray received an initial stock option grant to purchase 32,500
shares of the Company's common stock under the terms of the Company's equity
compensation plan, with one-third of the shares subject to the option vesting on
the one-year anniversary of the date of grant, and the remaining shares vesting
monthly over the following two years, provided she continues to serve as a
director through each vesting date. Ms. Spray will also be eligible to
automatically receive an annual stock option grant to purchase 20,000 shares of
the Company's common stock on the date of the annual meeting beginning on the
date of the first annual meeting that is held after she received her initial
award, provided that she continues to serve as a director through such date,
which annual award will vest monthly over one year, provided she continues to
serve as a director through each vesting date.
Ms. Spray has executed the Company's standard form of indemnification agreement.
There are no family relationships between Ms. Spray and any director or
executive officer of the Company. Ms. Spray was not selected by the Board to
serve as a director pursuant to any arrangement or understanding with any
person. Ms. Spray has not engaged in any transaction that would be reportable as
a related party transaction under Item 404(a) of Regulation S-K.
Director Resignation
On November 18, 2021, Laureen DeBuono resigned from the Board and from all
committees of the Board due to expanding previous work commitments. The
resignation of Ms. DeBuono was effective as of November 18, 2021 and was not the
result of any disagreement with the Company relating to the Company's
operations, policies or practices.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File (embedded
within the Inline XBRL document)
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PULSE BIOSCIENCES, INC. 
