| Item 5.02 | Election of Directors |
On June 8, 2023, the Board of Directors (the “Board”) of the Company approved an increase to the size of the Board to eight directors and appointed Ms. Jill Frizzley and Ms. Elizabeth LaPuma to fill the new directorships, effective immediately. The Board determined that each of Ms. Frizzley and Ms. LaPuma qualify as an “independent director” under Rule 5605(a)(2) of the Nasdaq Listing Rules.
Ms. Frizzley currently serves as the president of Wildrose Partners LLC, an independent consulting company providing governance and related advisory services to corporations, a position she has held since June 2019. From 2016 through May 2019, Ms. Frizzley served as Counsel in the Business Finance and Restructuring Group at the law firm of Weil, Gotshal & Manges LLP and before that she began her career at Shearman and Sterling, as an associate in September 2000, and, beginning in January 2010, became a counsel. Ms. Frizzley has served as a director on numerous public and private boards of directors. Currently, Ms. Frizzley serves as a director for Virgin Orbit Holdings, Inc., since March 2023 and iMedia Brands, Inc., since April 2023. She previously served on the boards of directors for the following public companies in the last five years: Avaya Holdings Corporation, Hudson Technologies, Inc. and Vivus, Inc. Ms. Frizzley holds a B.Sc. degree from the University of Alberta and an L.L.B. degree from the University of Toronto Faculty of Law.
Ms. LaPuma has advised on landmark transactions around the globe for over 20 years and in matters totaling trillions of dollars in value. Ms. LaPuma has led UBS’s Balance Sheet Advisory Group and ran Alvarez & Marsal Asset Management Services group. Ms. LaPuma has additionally worked in BlackRock’s Financial Advisory Group as well as at Lazard Ltd, the global investment bank. Ms. LaPuma is currently also on the board of Enterra Solutions, a market-leading industrial scale artificial intelligence value chain solutions. Ms. LaPuma earned a B.S. in finance and an MBA from the Wharton School, and a B.A. from the School of Arts and Sciences, University of Pennsylvania, graduating summa cum laude and as a Palmer Scholar.
In connection with the appointment of Ms. Frizzley to the Board, Ms. Frizzley and the Company entered into a letter agreement (the “Frizzley Agreement”), pursuant to which Ms. Frizzley agreed to serve as a director on the Board. The Frizzley Agreement provides for a fixed monthly cash fee of $30,000, which is to be paid monthly and will be prorated, if necessary, to reflect actual term of service. The foregoing summary of the Frizzley Agreement is not complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated in this Item 5.02 by reference.
In connection with the appointment of Ms. LaPuma to the Board, Ms. LaPuma and the Company entered into a letter agreement (the “LaPuma Agreement”), pursuant to which Ms. LaPuma agreed to serve as a director on the Board. The LaPuma Agreement provides for a fixed monthly cash fee of $30,000, which is to be paid monthly and will be prorated, if necessary, to reflect actual term of service. The foregoing summary of the LaPuma Agreement is not complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated in this Item 5.02 by reference.
Ms. Frizzley and Ms. LaPuma will also enter into our standard form of director indemnification agreement.
As previously disclosed, on February 28, 2023, the Company and Xtant Medical Holdings, Inc. (“Xtant”) entered into a definitive agreement, and subsequently closed on the transaction, whereby Xtant acquired the Coflex® and Cofix product lines from Surgalign. In connection with this transaction, UBS Investment Bank served as exclusive financial advisor to the Company and received fees of approximately $2.5 million during 2022 for advisory services. During this period, Ms. LaPuma served as a Managing Director at UBS Investment Bank.
