UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (Commission | (I.R.S. Employer | ||
| incorporation) | File Number) | Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On December 31, 2020, Dr. Cheryl Pegus notified Tactile Systems Technology, Inc. (the “Company”) that she was resigning from her position as a member of the board of directors, effective at 23:59 Eastern Time on December 31, 2020. Dr. Pegus did not resign as a result of any disagreement with the Company on any matter relating to its operations, policies, or practices.
On December 31, 2020, the Company’s board of directors elected Sheri Louise Dodd and Deepti Jain to serve as members of the board and fixed the size of the board at eight directors, all effective as of January 1, 2021.
Ms. Dodd was also appointed to serve as a member of the Compensation and Organization Committee and the Nominating and Corporate Governance Committee of the board. Ms. Dodd is 55 years old and currently serves as Vice President and General Manager at Medtronic plc. At Medtronic, Ms. Dodd oversees Care and Management Services. She joined Medtronic in March 2010 and has served in vice president positions including healthcare economics and market access; clinical research, health economics and policy; non-intensive diabetes therapies, and telehealth. From November 1997 until March 2010, Ms. Dodd held various positions with Johnson & Johnson, most recently as Vice President of Health Economics and Reimbursement. Ms. Dodd also served as an outcomes researcher with Orthopedic Surgeons, plc from January 1995 until November 1997. From May 1988 until September 1993 Ms. Dodd served as a project manager with the World Health Organization. The Company’s board of directors believes that Ms. Dodd’s prior and current healthcare and management experience make her strongly qualified to serve on the board of directors.
Ms. Jain was also appointed to serve as a member of the Audit Committee and Compliance and Reimbursement Committee of the board. Ms. Jain is 52 years old and served as the President of Anthem’s pharmacy benefit management division, IngenioRx through November 2020, and was responsible for all functions including sales and account management, clinical programs, operations, client analytics, financial performance, underwriting, internal audit coordination, compliance, and market strategy. Ms. Jain served as the Vice President and Chief Operating Officer of Anthem Pharmacy Solutions from 2014 to 2015, as the Senior Vice President and Chief Operating Officer of Anthem Pharmacy Solutions from 2016 to 2018, and as President of IngenioRx from 2019 through November 2020. From December 2013 until February 2014 Ms. Jain served as the Chief Operating Officer for Cigna Pharmacy. Prior to that, Ms. Jain held various positions with Medco Health Solutions Inc., between 1998 and 2012, most recently as Chief Financial Officer and Senior Vice President of Finance for the health plan division. Ms. Jain also served as a systems manager for Catholic Medical Center from 1996 until 1998 and as a senior analyst with the Montefiore Health System from 1994 until 1996. The Company’s board of directors believes that Ms. Jain’s prior and current healthcare and management experience and finance expertise make her strongly qualified to serve on the board of directors.
For their service on the board, Ms. Dodd and Ms. Jain 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. Dodd and Ms. Jain 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, 2020, and will vest in a single installment on the earlier of one year from the grant date or the date of the Company’s 2021 annual meeting of stockholders, subject to the condition that Ms. Dodd and Ms. Jain remain directors as of that date.
In addition, Ms. Dodd will receive an annual cash retainer of $45,000 per year for her service on the board, a cash retainer of $7,500 per year for her service as a member of the Compensation and Organization Committee, and a cash retainer of $5,000 per year for her service as a member of the Nominating and Corporate Governance Committee, each prorated for her first year of service. Ms. Jain will receive an annual cash retainer of $45,000 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, 2021, the Company issued a press release in connection with Dr. Pegus’ resignation and Ms. Dodd’s and Ms. Jain’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 | Method of Filing | |
| 99.1 | Press Release, dated January 5, 2021 | Filed electronically herewith | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | Filed electronically herewith |
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, 2021 | By: | /s/ Brent A. Moen |
| Brent A. Moen | ||
| Chief Financial Officer | ||
Exhibit 99.1
Tactile Medical Announces Additions to Board of Directors
Appointment of Sheri Dodd and Deepti Jain
MINNEAPOLIS — January 5, 2021 (GLOBE NEWSWIRE) — Tactile Systems Technology, Inc. (“Tactile Medical”) (Nasdaq: TCMD), a medical technology company focused on developing medical devices for the treatment of chronic diseases at home, today announced the appointment of Sheri Dodd and Deepti Jain to the Company’s Board of Directors (“Board”), effective January 1, 2021. Ms. Dodd will also serve as a member of the Board’s Compensation and Organization Committee and Nominating and Corporate Governance Committee, while Ms. Jain will serve as a member of the Audit Committee and Compliance and Reimbursement Committee. These two additions are timely, as Dr. Cheryl Pegus is resigning from her position as a member of the Board of Directors in connection with accepting new employment with Walmart.
“We are pleased to announce the addition of Sheri and Deepti to our Board of Directors, two highly experienced leaders from some of the world’s largest global healthcare companies,” said Peter H. Soderberg, Chairman of the Board of Tactile Medical. “Sheri and Deepti each join our Board with over 20 years of management experience in the healthcare sector and my fellow directors and I believe that the expertise they bring to Tactile Medical will help to support, inform and guide our company’s migration towards an increasingly disease management and patient and provider services focused company.”
Mr. Soderberg continued: “On behalf of the Board of Directors and Tactile Medical’s management team, I would like to thank Dr. Pegus for her dedicated service to the Company since her appointment to the Board in 2017. Cheryl played a key role in the board member search process that has bought Sheri and Deepti to us, as well as provided continuing insightful leadership on clinical and business issues throughout her tenure with us. She will be missed.”
Sheri Dodd currently serves as Vice President and General Manager of Medtronic plc’s Care Management Services, Medtronic’s telehealth and remote patient monitoring business. She previously served Medtronic as Vice President and General Manager, Non-Intensive Diabetes Therapies, which delivered solutions to non-insulin dependent Type 2 diabetes patients. Since joining Medtronic in 2010 she has served in multiple Vice President positions in the Cardiac Rhythm and Heart Failure division within Medtronic’s Cardiac and Vascular Group. Prior to Medtronic, she held various positions of increasing responsibility at Johnson & Johnson from 1997 until 2010, culminating in her promotion to Vice President of Health Economics and Reimbursement at Ethicon. Ms. Dodd also worked for Orthopedic Surgeons, plc as an Outcomes Researcher from 1995 until 1997, and for the World Health Organization as a Project Manager from 1988 until 1993. Ms. Dodd recently served a three-year term as Board Chair of Minnesota’s Medical Alley Association.
Deepti Jain served as President of IngenioRx, a wholly owned subsidiary of Anthem, Inc., that manages Anthem’s $21 billion pharmacy business, through November 2020. She joined Anthem in 2014 as Vice President and Chief Operating Officer of Anthem Pharmacy Solutions, Anthem’s pharmacy benefits offering, and was subsequently promoted to Senior Vice President and Chief Operating Officer, before assuming the President role in 2019. Prior to joining Anthem, Ms. Jain worked for Cigna Corporation as Chief Operating Officer of its pharmacy business, Cigna Pharmacy, from 2013 until 2014. Ms. Jain previously held various positions of increasing responsibility at Medco Health Solutions Inc. from 1998 until 2012, culminating in her promotion to Chief Financial Officer and Senior Vice President of Finance for its Health Plan division. She also worked for Catholic Medical Center as a Systems Manager from 1996 until 1998, and for Montefiore Health System as a Senior Analyst from 1994 until 1996. She has served on the board of the Pharmaceutical Care Management Association, the country’s most influential organization helping to shape regulations impacting the pharmacy benefit management industry.
About Tactile Medical
Tactile Medical is a leader in developing and marketing at-home therapy devices that treat chronic swelling conditions such as lymphedema and chronic venous insufficiency. Tactile Medical’s Mission is to help people suffering from chronic diseases live better and care for themselves at home. The Company’s unique offering includes advanced, clinically proven pneumatic compression devices, as well as continuity of care services provided by a national network of product specialists and trainers, reimbursement experts, patient advocates and clinicians. This combination of products and services ensures that tens of thousands of patients annually receive the at-home treatment necessary to better manage their chronic conditions. Tactile Medical takes pride in the fact that our solutions help increase clinical efficacy, reduce overall healthcare costs and improve the quality of life for patients with chronic conditions.
Investor Inquiries:
Mike Piccinino, CFA
Managing Director
Westwicke Partners
443-213-0500