Appointment of Chief Executive Officer and Director
On December 12, 2024, the Board appointed Todd Usen, age 57, to serve as Chief Executive Officer of the Company and a Class I director of the Board (“CEO and Director”), effective as of December 13, 2024, to replace Mr. Bergheim as the Company’s Chief Executive Officer and to fill the vacancy on the Board resulting from Mr. Bergheim’s resignation. The selection of Mr. Usen to serve as the CEO and Director was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. Usen and any director or executive officer of the Company, and there are no transactions between Mr. Usen and the Company that would be required to be reported under Item 404(a) of Regulation S-K. Mr. Usen is not expected to serve on any Board committees. Mr. Usen will serve as Class I director with a term expiring at the Company’s 2025 annual meeting of stockholders and until his successor is duly elected and qualified or his earlier death, resignation, retirement, disqualification or removal.
Mr. Usen has extensive commercial and operational experience with a proven track record of leading large, complex global businesses across several highly regarded medical device companies. Prior to joining the Company, from December 2022 to July 2024, Mr. Usen was the President & Chief Executive Officer of Minerva Surgical, a then publicly traded women’s health organization. He led a complete restructuring of the organization, including raising $45 million of private equity investments to take the company private, while growing top line growth. Prior, from December 2018 to December 2022, he was the Chief Executive Officer of Activ Surgical, a digital surgery company focused on advanced surgical imaging and artificial intelligence, where he oversaw the FDA/CE clearance of its ActivSight technology, as well as leading four fundraising rounds totaling over $92 million. From 2015 to 2019, Mr. Usen was President, Medical Systems Group, for Olympus Corporation of the Americas, where he took charge of a complex $2B+ business and restructured the company for leaner growth and investment, drove successful mergers and acquisitions activity, led the expansion from 6 medical divisions to 11 in 3.5 years. Prior to that, Mr. Usen served in executive positions including President, United States Orthopedics, Senior Vice President & General Manager, Joint Reconstruction, and Senior Vice President Sports Medicine at Smith and Nephew from 2007 to 2015, and Vice President Sales and Director of Sales at Boston Scientific Corporation from 1995 to 2007. Mr. Usen is currently the Executive Chairman of Rob Surgical, the Chairman of NeoPredix, an independent board director at Alesi Surgical, the Executive Chairman at MassMEDIC, the largest regional MedTech association in the United States. He serves as an advisor for The Cleveland Clinic Innovations and Ventures team, as well Avertto Medical. Mr. Usen holds a Bachelor of Science in Marketing from the Isenberg School at the University of Massachusetts and did his Master of Business Administration work at Pepperdine University. We believe Mr. Usen is qualified to serve as a director of the Company due to his business, leadership, and financing experience in the healthcare industry.
In connection with his appointment as Chief Executive Officer, Mr. Usen entered into that certain offer letter, dated December 12, 2024 (the “Offer Letter”), pursuant to which Mr. Usen will receive: (i) a base salary of $500,000 per year (the “Base Salary”); (ii) an annual discretionary performance and retention bonus of up to 50% of the Base Salary, determined in the sole discretion of the Board; (iii) a financing bonus in the amount of 16% of the Base Salary, conditioned upon the Company’s successful closing of an equity financing of the Company and/or non-equity dilutive business development transaction(s) approved by the Board raising a certain amount of gross proceeds; (iv) standard employee benefits offered to executive level employees; (v) relocation expenses, up to a maximum of $100,000; and (vi) an option to purchase shares of the Company’s Common Stock that represents approximately 5% of the Company’s fully diluted shares outstanding with an exercise price equal to the closing per-share trading price of the Common Stock on the date of grant. The Offer Letter also contains standard restrictive covenants and confidentiality provisions and inventions assignment provisions, in an agreement attached thereto.
The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement. The Offer Letter is filed as Exhibit 10.2 to this Current Report on Form 8-K, which is incorporated by reference to this Item 5.02.
Effective as of December 13, 2024, Mr. Usen became an “officer” as such term is used within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
