Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of New Director
On July 19 2022, the board of directors (the "Board") of Minerva Surgical, Inc
(the "Company") appointed Derrick Sung to serve as a Class II director,
effective July 20, 2022, with a term expiring at the 2023 annual meeting of
stockholders or until his successor has been duly elected and qualified. The
Board has affirmatively determined that Dr. Sung is an independent director
pursuant to the listing standards of The NASDAQ Stock Market. Dr. Sung's
compensation for service as a non-employee director will be consistent with that
of the Company's other non-employee directors, subject to proration to reflect
the commencement date of his service on the Board.
Dr. Sung has served as the Chief Financial Officer of Pulmonx Corporation since
May 2019. From May 2015 to May 2019, Dr. Sung served as the Executive Vice
President of Strategy and Corporate Development for iRhythm Technologies, Inc.,
a digital healthcare and medical technology company. From February 2008 to April
2015, Dr. Sung was the senior equity research analyst covering the medical
devices sector for Sanford C. Bernstein & Co., LLC, a subsidiary of
AllianceBernstein L.P. From 2004 to 2008, he served as Director of Marketing and
Business Development in the Neuromodulation division of Boston Scientific
Corporation. From 2000 to 2004, Dr. Sung was a management consultant at The
Boston Consulting Group, a business consulting firm. Dr. Sung holds a Ph.D. in
Bioengineering from U.C. San Diego, an M.B.A. from San Diego State University
and a B.S. in Mechanical Engineering from Stanford University.
There are no arrangements or understandings between Dr. Sung and any other
person pursuant to which Dr. Sung was appointed as a director of the Company.
Dr. Sung has no family relationships with any of the Company's directors or
executive officers, and, other than as described above, Dr. Sung 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.
On July 21, 2022, the Company issued a press release announcing Dr. Sung's
appointment. A copy of the press release is furnished herewith as Exhibit 99.1
and is incorporated herein by reference.
Appointment to Board Committee
On July 19, 2022, the Board appointed Dr. Sung as a member of our audit
committee, effective as of July 20, 2022. As of July 20, 2022, the audit
committee will be comprised of the following members: Catherine Coste (chair),
Jill Anderson, David M. Renzi and Dr. Sung.
All of the directors on our audit committee are independent within the meaning
of the listing standards of The NASDAQ Stock Market.
Item 9.01 Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated July 21, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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