UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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 of Tactile Systems Technology, Inc. (the “Company”) elected Carmen B. Volkart to serve as a member of the board and fixed the size of the board at eight directors, all effective as of January 5, 2023. Ms. Volkart was also appointed to serve as a member of the Audit Committee and the Compliance and Reimbursement Committee of the board.
Ms. Volkart has served as the chief financial officer of NatureWorks LLC, an advanced materials company and developer of renewably-sourced polymers and chemicals, since October 2018. From October 2012 to July 2018, she served as chief financial officer and, for a portion of that time, as senior vice president of commercialization, for NxThera, Inc., a medical device company. Ms. Volkart served as global chief financial officer of Tornier N.V., a medical device company, from 2010 to 2012, and was chief operating and financial officer, corporate secretary, compliance officer and treasurer of Spine Wave, Inc. from 2006 to 2010. Prior to 2006, she held various executive and financial positions at American Medical Systems, Inc., Medtronic, Inc. and Honeywell, Inc.
For her service on the board, Ms. Volkart will be compensated in accordance with the Company’s non-employee director compensation policy. Ms. Volkart will be granted restricted stock units (“RSUs”) with a value of a pro rata portion of $145,000, such pro rata portion based on the number of days Ms. Volkart 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 $145,000 by the closing sale price per share of the Company’s common stock on the Nasdaq Global Market on the date of grant. This initial grant 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, 2022, and will vest in a single installment on the earlier of one year from the grant date or the date of the Company’s 2023 annual meeting of stockholders, subject to the condition that Ms. Volkart remain a director as of that date.
In addition, Ms. Volkart 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. 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, 2023, the Company issued a press release in connection with Ms. Volkart’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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release dated January 5, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TACTILE SYSTEMS TECHNOLOGY, INC. | |||
| Date: January 5, 2023 | By: | /s/ Brent A. Moen | |
| Brent A. Moen | |||
| Chief Financial Officer | |||
Exhibit 99.1
Tactile Medical Appoints Carmen Volkart to Board of Directors
MINNEAPOLIS—January 5, 2023 (GLOBE NEWSWIRE) — Tactile Systems Technology, Inc. (“Tactile Medical”) (Nasdaq: TCMD), a medical technology company providing therapies for people with chronic disorders, today announced the appointment of Carmen Volkart to the Company’s Board of Directors (“Board”), effective January 5, 2023.
“Carmen joins our Board with more than 40 years of experience in financial and managerial positions, including extensive experience leading medical device companies,” said Bill Burke, Chairman of the Board of Tactile Medical. “We are glad to welcome Carmen to Tactile Medical and look forward to benefiting from her operating expertise and strategic insight.”
Since 2018, Carmen Volkart has served as the Chief Financial Officer of NatureWorks LLC, a privately-held advanced materials company and developer of renewably sourced polymers and chemicals. Prior to joining NatureWorks, she served as the Chief Financial Officer of NxThera, Inc., a privately-held medical device company focused on the treatment of benign prostatic hyperplasia, from 2012 until its acquisition by Boston Scientific in 2018. From 2010 to 2012, Ms. Volkart served as Chief Financial Officer of Tornier, N.V., a medical device company focused on treating musculoskeletal injuries and disorders of the shoulder, elbow, wrist, hand, ankle and foot. She led Tornier through a successful initial public offering in 2011.
Prior to joining Tornier, Ms. Volkart served as Chief Operating and Financial Officer, Corporate Secretary, Compliance Officer and Treasurer of Spine Wave, Inc., a privately-held medical device company focused on minimally invasive spine surgery and expandable interbody devices, from 2006 to 2010. From 2004 to 2006, Ms. Volkart served as Executive Vice President, and Chief Financial Officer of American Medical Systems, Inc., a publicly traded medical device company focused on male and female pelvic health. Her career history also includes significant experience in various financial and managerial positions at both Medtronic, Inc., from 1992 to 2004, and Honeywell, Inc., from 1982 to 1992.
About Tactile Medical
Tactile Medical is a leader in developing and marketing at-home therapies for people suffering from underserved, chronic conditions including lymphedema, lipedema, chronic venous insufficiency and chronic pulmonary disease by helping them live better and care for themselves at home. The company collaborates with clinicians to expand clinical evidence, raise awareness, increase access to care, reduce overall healthcare costs and improve the quality of life for tens of thousands of patients each year.
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