Business Context and Reporting Period
This Form 8-K Current Report was filed by Ra Medical Systems, Inc. (RMED) on April 29, 2020, covering events occurring on April 24, 2020. The registrant is a Delaware corporation incorporated in 2018, with principal executive offices in Carlsbad, California. The filing reports the appointment of a new director to the Board of Directors.
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 corporate governance and director compensation arrangements rather than financial performance.
Material Changes
The primary material change reported is the appointment of Joan Stafslien, Esq., as a Class I director on April 24, 2020. Her term expires at the 2022 annual meeting of stockholders. Ms. Stafslien brings prior experience as Executive Vice President and General Counsel at Nuvasive, Inc., and General Counsel at CareFusion Corporation.
Guidance, Outlook, and Compensation
There is no financial guidance or outlook provided in this filing. The document details the compensatory arrangements for the new director:
- Annual Retainer: $40,000 payable in quarterly installments.
- Initial Equity Grant: 25,000 restricted stock units (RSUs) granted on April 27, 2020, vesting annually over three years starting April 24, 2021.
- Future Equity Eligibility: Eligible for annual RSU awards valued at $100,000 at the 2020 annual meeting, subject to continued service.
- Committee Fees: Additional compensation is available for service on the Audit, Compensation, and Nominating and Governance committees, as well as for chairing these committees or serving as Lead Outside Director.
- Expenses: Reimbursement for all reasonable expenses incurred in connection with services.
Key Facts for Investor Verification
- Verify the vesting schedule and performance conditions of the 25,000 RSUs granted to Joan Stafslien.
- Confirm the total annual cash compensation Ms. Stafslien will receive based on her specific committee assignments.
- Review the Company's 2018 Equity Incentive Plan to understand the terms governing the RSU award.
- Check for any subsequent filings regarding Ms. Stafslien's committee assignments to determine total compensation liability.