Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On January 5, 2022, the board of directors of Tactile Systems Technology, Inc.
(the "Company") elected Valerie L. Asbury and D. Brent Shafer to serve as
members of the board and fixed the size of the board at 10 directors, all
effective as of January 5, 2022. Also on January 5, 2022, current directors
Richard Nigon, Kevin Roche and Peter Soderberg notified the board that they
would not be standing for re-election at the 2022 annual meeting of
stockholders. Each of them will continue to serve as a director and as members
or chairs of their respective committees until their current terms expire at the
2022 annual meeting.
Ms. Asbury was also appointed to serve as a member of the Audit Committee and
the Compliance and Reimbursement Committee of the board. Ms. Asbury is 62 years
old and has served as President and Chief Executive Officer of LifeScan, Inc., a
diagnostic systems manufacturer with products focusing on the diabetes market,
since October 2018. Prior to October 2018, LifeScan was a subsidiary of Johnson
& Johnson. Ms. Asbury held various positions at Johnson & Johnson beginning in
1998, serving in various leadership roles of increasing responsibility across
five different medical device and pharmaceutical divisions, including 10 years
in the diabetes consumer medical device space, where she focused on strategic
growth and talent development. Her most recent positions at Johnson & Johnson
were Global President, Diabetes Solutions from 2013 to 2018, including the
Global LifeScan subsidiary until its sale in October 2018.
Mr. Shafer was also appointed to serve as a member of the Audit Committee, the
Compensation and Organization Committee and the Nominating and Corporate
Governance Committee of the board. Mr. Shafer is 64 years old and has served as
a Senior Advisor to Cerner Corporation ("Cerner"), which develops and sells
software systems to the healthcare industry, since October 2021. Previously, Mr.
Shafer was the Chairman and Chief Executive Officer of Cerner since February
2018. Prior to that, Mr. Shafer served as Chief Executive Officer of Philips
North America, a health technology company, and the North American division of
Koninklijke Philips N.V. ("Philips") since February 2014. In that position, Mr.
Shafer oversaw a health technology portfolio that included a broad range of
solutions and services covering patient monitoring, imaging, clinical
informatics, sleep and respiratory care as well as a group of market-leading
consumer-oriented brands, and he played a key role in helping Philips develop
and strengthen its health care focus. Prior to that, Mr. Shafer served as Chief
Executive Officer of the global Philips' Home Healthcare Solutions business from
May 2010 until May 2014, as Chief Executive Officer of the North America region
for Royal Philips Electronics from January 2009 until May 2010, and as president
and Chief Executive Officer of the Healthcare Sales and Service business for
Philips North America from May 2005 until May 2010.
For their service on the board, Ms. Asbury and Mr. Shafer will be compensated in
accordance with the Company's non-employee director compensation policy. Each of
them will be granted restricted stock units ("RSUs") with a value of a pro rata
portion of $130,000, such pro rata portion based on the number of days Ms.
Asbury and Mr. Shafer will serve until the next annual meeting of stockholders
as compared to the number of days between that annual meeting and the
immediately preceding annual meeting of stockholders, calculated by dividing the
pro rata portion of $130,000 by the closing sale price per share of the
Company's common stock on the Nasdaq Global Market on the date of grant. These
initial grants will be made after the close of market on the second business day
following the release of the Company's financial results for the quarter ended
December 31, 2021, and will vest in a single installment on the earlier of one
year from the grant date or the date of the Company's 2022 annual meeting of
stockholders, subject to the condition that Ms. Asbury and Mr. Shafer remain
directors as of that date.
In addition, Ms. Asbury will receive an annual cash retainer of $50,000 per year
for her service on the board, a cash retainer of $10,000 per year for her
service as a member of the Audit Committee, and a cash retainer of $5,000 per
year for her service as a member of the Compliance and Reimbursement Committee,
each prorated for her first year of service. Mr. Shafer will receive an annual
cash retainer of $50,000 per year for his service on the board, a cash retainer
of $10,000 per year for his service as a member of the Audit Committee, a cash
retainer of $7,500 per year for his service as a member of the Compensation and
Organization Committee, and a cash retainer of $5,000 per year for his service
as a member of the Nominating and Corporate Governance Committee, each prorated
for his first year of service. Non-employee directors may elect to receive
between 10% and 100% of their aggregate annual cash retainers in the form of
RSUs, with the number of RSUs calculated by dividing the amount of the retainer
payable on a certain date by the closing sale price per share of the Company's
common stock on the date of grant. The Company also reimburses its directors for
their reasonable out-of-pocket expenses incurred in connection with attending
board and committee meetings.
Item 7.01. Regulation FD Disclosure
On January 5, 2022, the Company issued a press release in connection with Ms.
Asbury's and Mr. Shafer's appointment to the board. Attached hereto as Exhibit
99.1 is a copy of the press release. In accordance with General Instruction B.2
of Form 8-K, the information in this report under this heading, including
Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18
of the Securities Exchange Act of 1934.
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