Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Directors
Nancy Snyderman, M.D., FACS
The Board of Directors (the “Board”) of Axonics Modulation Technologies, Inc. (the “Company”) has appointed Nancy Snyderman, M.D., FACS, to serve as a member of the Board and the Nominating and Corporate Governance Committee of the Board, effective as of April 8, 2019. Dr. Snyderman has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, has no arrangement or understanding between her and any other person required to be disclosed pursuant to Item 401(a) of Regulation S-K and has no family relationships required to be disclosed pursuant to Item 401(d) of Regulation S-K.
Pursuant to the terms of the Company’s 2018 Omnibus Incentive Plan, Dr. Snyderman was granted an option to purchase 10,000 shares of the Company’s common stock and 5,000 restricted shares of the Company’s common stock. Subject to certain conditions, such option will have an exercise price equal to $21.04, the closing sale price of the Company’s common stock on the Nasdaq Global Market on April 8, 2019, and such option and restricted shares shall be fully vested as of April 8, 2020.
Dr. Snyderman, age 67, has served as an independent director on the board of directors of Alkermes plc and as a member of the nominating and corporate governance committee since 2016. Dr. Snyderman was an advisory board member to GE’s Healthymagination for twelve years and previously served as a vice president for corporate communications at Johnson & Johnson. Dr. Snyderman is a board-certified head and neck surgeon and has had academic appointments at the University of Pennsylvania and the University of California-San Francisco. She recently served as a professor at the Center for Innovation for Global Health at Stanford University. Dr. Snyderman is an Emmy award winning medical correspondent having worked at ABC News from 1987 to 2003 and later as chief medical editor at NBC News from 2004 to 2015. She has been widely published in peer-reviewed medical journals and has written for Good Housekeeping, AARP, Parenting, Health, and O magazines. Dr. Snyderman is an advocate for women’s health and a prolific public speaker and presently serves on the board of directors of Fair Food Network and the Albright Institute at Wellesley College. Dr. Snyderman holds a B.A. in microbiology from Indiana University and a M.D. from the University of Nebraska and has completed residencies in Pediatrics and Otolaryngology Head and Neck Surgery at the University of Pittsburgh.
Jane E. Kiernan
The Board has appointed Jane E. Kiernan to serve as a member of the Board and the Audit Committee of the Board, effective as of April 8, 2019. Ms. Kiernan has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, has no arrangement or understanding between her and any other person required to be disclosed pursuant to Item 401(a) of Regulation S-K and has no family relationships required to be disclosed pursuant to Item 401(d) of Regulation S-K.
Pursuant to the terms of the Company’s 2018 Omnibus Incentive Plan, Ms. Kiernan was granted an option to purchase 10,000 shares of the Company’s common stock and 5,000 restricted shares of the Company’s common stock. Subject to certain conditions, such option will have an exercise price equal to $21.04, the closing sale price of the Company’s common stock on the Nasdaq Global Market on April 8, 2019, and such option and restricted shares shall be fully vested as of April 8, 2020.
Ms. Kiernan, age 58, has over 30 years of executive and management leadership in health care with both public and private companies. Ms. Kiernan is a co-founder of K2 Biotechnology Ventures, an organization engaged in developing and commercializing university and medical center innovations in partnership with venture capital, health care corporations and philanthropic health care foundation partners. From 2010 to 2017, Ms. Kiernan served as the chief executive officer of Salter Labs, a manufacturer of specialty medical devices. From 2006 to 2011, Ms.