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 October 2, 2023, the board of directors of Tactile Systems Technology, Inc. (the “Company”) elected Vindell Washington, M.D. to serve as a member of the board and fixed the size of the board at eight directors, all effective as of October 2, 2023. Dr. Washington was also appointed to serve as the chair of the Compliance and Reimbursement Committee and as a member of the Nominating and Corporate Governance Committee of the board.
Dr. Washington has served in various roles at Verily, an Alphabet backed health technology company focused on research, care and health financing, since January 2020, including Chief Clinical Officer for Care, leading the newly formed Health Equity Center of Excellence for Verily, Chief Executive Officer of Verily Onduo, a virtual population health solution, and Chief Clinical Officer of Verily Health Platforms. From 2017 to 2019, he served as Executive Vice President and Chief Medical Officer of Blue Cross Blue Shield of Louisiana, a health insurance company. Dr. Washington served as National Coordinator and Principal Deputy for the U.S. Department of Health and Human Services’ Office of the National Coordinator for Healthcare Information Technology from 2016 to 2017. He held a series of roles at Franciscan Missionaries of Our Lady Health System, an integrated healthcare system serving nearly half of the state of Louisiana, from 2009 to 2016, culminating in his promotion to President. From 1997 to 2008, he worked in various roles for Piedmont Emergency Medicine Associates, a private practice, emergency medicine and hospitalist medicine group, most recently as its Chief Executive Officer and President.
For his service on the board, Dr. Washington will be compensated in accordance with the Company’s non-employee director compensation policy. Dr. Washington 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 length of Dr. Washington’s service on the board until the next annual meeting of stockholders. 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 September 30, 2023, and will vest in a single installment on the earlier of one year from the grant date or the date of the Company’s 2024 annual meeting of stockholders, subject to the condition that Dr. Washington remain a director as of that date.
In addition, Dr. Washington 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 the chair of the Compliance and Reimbursement 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 October 2, 2023, the Company issued a press release in connection with Dr. Washington’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 October 2, 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: October 2, 2023 | By: | /s/ Elaine M. Birkemeyer |
| Elaine M. Birkemeyer | ||
| Chief Financial Officer | ||
Exhibit 99.1
Tactile Medical Appoints Vindell Washington, M.D. to Board of Directors
MINNEAPOLIS—October 2, 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 Vindell Washington, M.D. to the Company’s Board of Directors (“Board”), effective October 2, 2023.
“We are pleased to welcome Dr. Washington to Tactile Medical, who joins our Board with over 30 years of experience in the healthcare industry,” said Bill Burke, Chairman of the Board of Tactile Medical. “We will benefit from his breadth of experience in medicine, technology and policy, as well as his expertise in advising healthcare companies on their clinical strategy.”
Dr. Washington was recently recognized by FierceHealthcare as being among the Most Influential Minority Executives in Healthcare. Dr. Washington serves as Chief Clinical Officer for Care and leads the newly formed Health Equity Center of Excellence for Verily, an Alphabet backed health technology company focused on research, care and health financing. He also served as Chief Clinical Officer of Verily Health Platforms, as well as Chief Executive Officer of Verily Onduo, where he led the strategy, development and execution of Onduo, a virtual population health solution. Dr. Washington previously worked for Blue Cross Blue Shield of Louisiana from 2017 to 2019, where as Executive Vice President and Chief Medical Officer, he was responsible for the organization’s health plan medical management, accreditation, pharmacy and provider network functions. From 2016 to 2017, Dr. Washington served as National Coordinator and Principal Deputy for the U.S. Department of Health and Human Services’ Office of the National Coordinator for Healthcare Information Technology, where he was responsible for national healthcare information technology policy.
From 2009 to 2016, Dr. Washington worked for the Franciscan Missionaries of Our Lady Health System, an integrated healthcare system serving nearly half of the state of Louisiana, in a series of roles culminating in his promotion to Medical Group President, where he was responsible for the development and execution of the organization’s ambulatory strategies. From 1997 to 2008, he worked for Piedmont Emergency Medicine Associates, a private practice, emergency medicine and hospitalist medicine group, culminating in serving as the group’s Chief Executive Officer and President. Dr. Washington received his B.S. from the Pennsylvania State University, his M.D. from the University of Virginia and his M.S. in Healthcare Management from the Harvard University School of Public Health.
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.
Investor Inquiries:
Mike Piccinino, CFA
Partner
ICR Westwicke
investorrelations@tactilemedical.com