Business Context and Reporting Period
This Form 8-K Current Report was filed by Alphatec Holdings, Inc. on July 20, 2021, with the report date reflecting events occurring on July 20, 2021, and July 22, 2021. The filing primarily addresses changes in the composition of the Board of Directors.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance changes and director compensation arrangements.
Material Changes
- Departure of Donald A. Williams: Mr. Williams resigned from the Board of Directors, effective August 11, 2021. He also resigned from his roles as Chairman of the Audit Committee and member of the Finance Committee. The resignation is not related to any disagreement with the Company regarding operations, policies, or accounting practices.
- Vesting Acceleration: In connection with his departure, Mr. Williams entered into a Vesting Acceleration Agreement. His Annual Board Grant, originally granted on June 16, 2021, became fully vested and exercisable as of August 11, 2021.
- Appointment of Beth Altman: On July 22, 2021, the Board appointed Beth Altman to fill the vacancy created by Mr. Williams. She will serve as a director and Chair of the Audit Committee, commencing August 12, 2021. The Board determined she meets the "independent director" standards of The Nasdaq Stock Market.
Guidance, Outlook, and Compensation Details
The filing provides no financial guidance or outlook. It details the standard remuneration package for non-employee directors, which applies to Ms. Altman:
- Initial Board Grant: A one-time time-based Restricted Stock Unit (RSU) award with a grant value of $300,000, determined by the 30-day volume-weighted average trading price (VWAP) prior to appointment. This vests in three equal installments over three years, conditioned on continued service.
- Annual Board Grant: An annual RSU award with a grant value of $150,000. For newly appointed directors, this is pro-rated based on the days served from the prior annual meeting to the grant date. It vests on the earlier of the next annual meeting or the director's death/resignation.
- Cash Retainers:
- Board Member: $45,000 annually.
- Board Chair/Lead Director: $70,000 annually.
- Audit Committee Chair: $20,000 annually (Ms. Altman's role).
- Other Committee Members: Ranges from $5,000 to $9,500 annually depending on the committee.
Cash retainers are paid quarterly in equal installments, pro-rated for actual days served.
Investor Verification Checklist
- Verify the effective date of Donald A. Williams' resignation (August 11, 2021) and the full terms of the Vesting Acceleration Agreement (Exhibit 10.1).
- Confirm Beth Altman's independence status and her specific committee assignments (Audit Committee Chair).
- Review the calculation of Ms. Altman's pro-rated Annual Board Grant based on the 30-day VWAP prior to her appointment date.
- Check for any subsequent filings regarding the impact of these leadership changes on the Company's strategic direction or audit oversight.