Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.



Appointment of Director

On April 17, 2023, the Board of Directors (the "Board") of U.S. NeuroSurgical Holdings, Inc., a Delaware corporation, ("Company") unanimously appointed Mr. William St. Lawrence, age 53, as a non-executive director of the Company's Board, effective immediately.

Mr. St. Lawrence has served a director of Sonic Foundry, Inc. (Nasdaq: SOFO) since May 2021 and the General Counsel and VP of Business Development at Cayster, Inc., a dental technology company, since August 2019. Prior to joining Cayster, Mr. St. Lawrence served from February 2017 to August 2019, as the General Counsel and then interim CEO at Northern Power Systems (TSX), a VT-based renewable energy company. From September 2012 to December 2020, Mr. St. Lawrence was General Counsel/Chief Admin Officer and then Advisor for Northeast Wireless Networks, a wholesale shared access cellular networks company acquired by AT&T in September 2018. Mr. St. Lawrence serves as an advisor and consultant to a variety of technology and other companies. Mr. St. Lawrence has a B.A. in History from Hobart and William Smith Colleges and a J.D. from the University of Maine School of Law.

In connection with his service as a director, Mr. St. Lawrence will receive 50,000 shares of the Company's common stock.

There are no arrangements or understandings between Mr. St. Lawrence and any other person pursuant to which he was appointed as a director. There are also no family relationships between Mr. St. Lawrence and any director or executive officer of the Company and Mr. St. Lawrence has no direct or indirect material interest in any related party transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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