Item 5.02
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
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(b) On September 12, 2016, NuVasive, Inc. (the Company) announced Patrick S. Miles, the Companys
President and Chief Operating Officer, has been appointed Vice Chairman of NuVasive, Inc., effective September 11, 2016, and will continue to serve as a member of the Companys Board of Directors.
(c) On September 12, 2016, the Company announced Jason M. Hannon, the Companys Executive Vice President,
International, has been promoted to succeed Mr. Miles as the Companys President and Chief Operating Officer, effective as of September 11, 2016. In this newly expanded role, Mr. Hannon will be responsible for leading the
Companys global products and services, including product management and development, as well as operational duties, including manufacturing, customer fulfillment, and quality engineering. In addition, Mr. Hannon will continue to oversee
the Companys international operations.
Mr. Hannon, age 44, has served as the Companys Executive Vice
President, International, since July 2015, with responsibility for the Companys business and commercial operations outside of the United States, including leadership of the Companys international expansion opportunities. Prior to that,
Mr. Hannon served as the Companys Executive Vice President, Corporate Development and General Counsel since January 2010 and previously was Senior Vice President, Corporate Development and General Counsel. He has been with the Company
since 2005. Mr. Hannon received a B.A. from the University of California, Berkeley, and a J.D. from Stanford Law School.
As President and Chief Operating Officer, Mr. Hannons annual base salary will be $575,000, and he will be eligible
to receive an annual bonus payment at a target level of $575,000. Mr. Hannon will continue to be eligible for grants of long-term incentive (LTI) awards and other Company benefits.
(e) On September 11, 2016, the Company entered into a letter agreement with Mr. Miles setting out certain terms of
his employment as Vice Chairman (the Letter Agreement). As Vice Chairman, Mr. Miles responsibilities will include: (1) serving as a high level advisor to the Companys management team; (2) assisting with the
Companys surgeon relations; and (3) serving as a mentor to other Company employees. The Letter Agreement provides for a three year term of employment during which Mr. Miles annual compensation will be $500,000, payable in a
combination of cash and LTI awards, at Mr. Miles election. In the event Mr. Miles employment and board membership terminate during the three year term, other than as a result of his voluntary resignation or a termination as the
result of his breach of the Letter Agreement, or if his tenure as a board member ends after the three year term, other than as the result of his breach of the Letter Agreement, Mr. Miles will be offered the opportunity to serve as a consultant
for the Company for a period up to September 11, 2021. Pursuant to the Letter Agreement, Mr. Miles agreed that, for a one year period following the termination of his employment for any reason, he will not engage in certain activities
competitive with the Companys business, nor will he hire or solicit former or current employees nor solicit the business of any customers.
Mr. Miles also agreed to invest up to $2.5 million in the Companys common stock in connection with the one-time
grant of performance restricted stock units (PRSUs). The Company granted Mr. Miles a share purchase matching PRSU award (the Matching Award) on September 11, 2016, whereby the Company will award Mr. Miles one
(1) PRSU for each share of Company stock purchased by Mr. Miles prior to January 28, 2017 that he holds through the vesting period, with such PRSUs cliff vesting on September 11, 2021 and being settled in shares of Company common
stock with a range of 0% to 200% according to the Companys stock price performance at the end of the five-year period, with no shares earned if the Companys stock price is less than $70 per share at such time (adjusted for certain stock
splits, stock dividends, reclassifications, and the like). The Matching Award provides for pro-rata accelerated vesting based on service and performance achieved in the event that Mr. Miles service relationship with the Company is
involuntarily terminated without cause, and for full vesting in the event of death or disability.