Business Context and Reporting Period
This Form 8-K Current Report was filed by LeMaitre Vascular, Inc. (LMAT) on September 21, 2022. The report discloses corporate governance changes, specifically the appointment of a new director to the Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel appointments and compensation policies rather than financial performance.
Material Changes
The Board of Directors expanded its size to eight seats. On September 21, 2022, Martha Shadan was appointed as a Class I director to fill a vacancy. She will serve until the 2025 annual stockholders meeting.
Guidance, Outlook, and Compensation Details
Ms. Shadan's compensation is governed by the Company's Non-Employee Director Compensation Policy:
- Annual Retainer: $26,000 for Board membership.
- Committee Retainers: Audit Committee Chair ($20,000), Compensation Committee Chair ($7,500), Nominating and Corporate Governance Committee Chair ($6,500). Committee members receive $6,000 (Audit), $2,500 (Compensation), and $2,000 (Nominating).
- Compensation Limits: Aggregate cash compensation is capped at $50,000 annually without Board approval, with a minimum of $30,000.
- Equity Grant: Eligible for an annual grant valued at $112,000, split into 50% options, 25% performance stock, and 25% restricted stock, typically granted in Q4.
- Other: Reimbursement for out-of-pocket expenses and ad hoc participation in the 2006 Stock Option and Incentive Plan.
The filing states there are no arrangements or understandings between Ms. Shadan and other persons regarding her selection, and she holds no material interest in transactions requiring disclosure under Item 404(a) of Regulation S-K.
Investor Verification Checklist
- Confirm the effective date of Martha Shadan's directorship (September 21, 2022).
- Verify the total number of Board seats following the expansion (eight seats).
- Review the specific composition of the annual equity grant ($112,000 total value) for non-employee directors.
- Check for any future filings regarding Ms. Shadan's committee assignments to determine specific retainer amounts.