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
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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.
Appointment of Director. On April 4, 2024, upon the recommendation of the Company’s Nominating and Governance Committee, the Board of Directors of the Company (the "Board"), to fill the vacancy created by the passing of John Waters, an independent director of the Company, appointed Scott J. Saunders, age 61, to serve as a director of the Company for a term commencing on April 11, 2024 and expiring at the Annual Meeting of Stockholders of the Company in 2024 and until his successor is duly elected and qualifies, unless he sooner dies, retires or resigns. The Board has determined that Mr. Saunders satisfies the current “independent director” standards established by the rules of The Nasdaq Stock Market. Mr. Saunders will receive annual compensation in accordance with the Company’s standard remuneration for its non-employee directors, which provides that non-employee directors receive cash payments of $150,000 per year paid in monthly installments.
Mr. Saunders is head of health care advisory services and has been Managing Director of Farlie Turner Gilbert & Co., LLC, a boutique middle market investment bank in Fort Lauderdale, Florida, since 2006. Since 1992, he has served as a financial and strategic advisor to middle market companies across a variety of industries, including companies primarily in the healthcare industry as well as those in financial distress. In addition, he advised companies in the media and communications, business services, industrial, and consumer products industries. The majority of transactions consummated during this period have been corporate divestitures, but have also included debt and equity private placements and buy-side advisory work.
He has been a guest lecturer at the University of Florida and Florida International University. In addition, he co-taught a class in management consulting to undergraduates and graduate students in the Management Department at the University of Miami. He is a frequent panelist at industry conferences on topics in healthcare M&A and financing. Throughout his career, he has developed relationships with key representatives of leading middle market private equity and private credit firms, as well as mezzanine capital firms, BDCs, and selected hedge funds. Mr. Saunders received his B.A. degree from Wesleyan University and his MPPM degree from the Yale University School of Management. The Company believes that Mr. Saunders’s background and experience in healthcare advisory roles make him well qualified to serve as a director.
There are no other arrangements or understandings between Mr. Saunders and any other person pursuant to which he was selected to serve on the Board. There are no family relationships between Mr. Saunders and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. |
| Description of Exhibit |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document |