Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 14, 2023, Tactile Systems Technology, Inc. (the "Company," "we," "us"
or "our") announced that its Board of Directors has appointed Elaine M.
Birkemeyer as the Company's Chief Financial Officer, effective March 20, 2023,
to succeed Brent Moen, who is retiring as our Chief Financial Officer as
previously disclosed.
Ms. Birkemeyer, age 48, will join the Company from UnitedHealth Group
Incorporated ("UnitedHealth"), where she has served as Chief Financial Officer,
Optum Care Solutions since May 2021. Prior to that, she held various other roles
with UnitedHealth, including Chief Financial Officer, Rally Health from March
2020 to May 2021, Senior Vice President, Optum Corporate Finance from February
2017 to March 2020, and Vice President, Optum Operations Finance from July 2014
to February 2017. Previously, Ms. Birkemeyer held various positions with Best
Buy Co., Inc., including Senior Director, Strategy and Business Planning, Senior
Finance Director and Senior Finance Manager. Ms. Birkemeyer has over 26 years of
experience in finance, accounting, financial analysis, strategy and business
planning. Ms. Birkemeyer holds an M.B.A. from Northwestern University 's Kellogg
School of Management and a B.S. in Economics from the University of
Pennsylvania's Wharton School.
There are no arrangements or understandings between Ms. Birkemeyer and any other
persons pursuant to which she was appointed our Chief Financial Officer. There
are no family relationships between Ms. Birkemeyer and any of our directors or
executive officers, and Ms. Birkemeyer does not have any direct or indirect
material interest in any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.
Ms. Birkemeyer accepted a written offer letter from us establishing her
compensation as our Chief Financial Officer. Pursuant to the offer letter,
Ms. Birkemeyer's initial compensation will consist of the following:
· An initial annualized base salary of $400,000 per year, which will be subject
to review by the Compensation and Organization Committee of our Board of
Directors after 2023 in accordance with its practices.
· Ms. Birkemeyer will be eligible to receive an annual cash bonus under the
Company's bonus plan in a target amount equal to 55% of her base salary
prorated for 2023.
· Ms. Birkemeyer will receive equity awards under our 2016 Equity Incentive Plan,
to be granted on the second business day following our release of earnings for
the first fiscal quarter of 2023:
o a sign-on equity award of $250,000, in the form of restricted stock units
("RSUs") that will vest in thirds over the first three anniversaries of the
date of grant; and
o an equity award of $600,000, with 60% of such award issued in RSUs that will
vest in thirds over the first three anniversaries of the date of grant, and 40%
of such award issued in performance stock units that will be earned and vested
over three years consistent with performance share units granted to the
Company's other executive officers in 2023.
· Ms. Birkemeyer will be entitled to participate in all employee benefit plans
and programs to the extent that she meets the eligibility requirements for each
individual plan or program.
· Ms. Birkemeyer will enter into our standard Confidentiality, Assignment of
Intellectual Property and Restrictive Covenants Agreement (the "Restrictive
Covenants Agreement"), and then become a participant in our Executive Employee
Severance Plan (the "Executive Severance Plan").
The foregoing summary of the offer letter does not purport to be complete
and is qualified in its entirety by reference to the full text of the offer
letter, a copy of which is filed as Exhibit 10.1 to this report and is
incorporated herein by reference. A summary of the Executive Severance Plan is
included in our Proxy Statement for our 2020 Annual Meeting of Stockholders,
which was filed with the Securities and Exchange Commission on March 19, 2020
under "Executive Compensation - Potential Payments Upon Termination or Change in
Control - Severance Plan." The Executive Severance Plan was filed
as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed November 5, 2018 and
is incorporated herein by reference as Exhibit 10.2. A summary of the
Restrictive Covenants Agreement is included in our Proxy Statement for our 2020
Annual Meeting of Stockholders, which was filed with the Securities and Exchange
Commission on March 19, 2020 under "Executive Compensation - Potential Payments
Upon Termination or Change in Control - Severance and Restrictive Covenant
Arrangements." The form of Restrictive Covenants Agreement was filed
as Exhibit 10.3 to our Quarterly Report on Form 10-Q filed November 5, 2018 and
is incorporated herein by reference as Exhibit 10.3.
Item 7.01. Regulation FD Disclosure.
On March 14, 2023, the Company issued a press release related to the transition
discussed in Item 5.02 above. A copy of this press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K. The information in Exhibit 99.1
shall not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liability of that section, and
shall not be incorporated by reference into any registration statement or other
document filed under the Securities Act of 1933 or the Securities Exchange Act
of 1934, except as shall be expressly set forth by specific reference in that
filing.
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