Business Context and Reporting Period
This Form 8-K Current Report was filed by Organogenesis Holdings Inc. on February 18, 2022, covering events occurring on February 15, 2022. The company is incorporated in Delaware and its Class A Common Stock trades on the Nasdaq Capital Market under the symbol ORGO.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The report focuses exclusively on corporate governance changes.
Material Changes
The primary material change reported is the appointment of Michael J. Driscoll, Ed.D., to the Board of Directors, effective February 15, 2022. With this appointment, the Board now consists of nine members. Dr. Driscoll has been assigned to the Audit Committee and the Nominating Committee.
Management Commentary and Compensation
Management disclosed the following compensatory arrangements for the new director:
- Annual Retainer: $72,500 for service on the Board, Audit Committee, and Nominating Committee.
- Equity Award: 20,547 restricted stock units (RSUs) representing the right to receive one share of Class A common stock per unit upon vesting.
- Vesting Schedule: The RSUs will vest on February 15, 2023.
- Additional Agreements: Dr. Driscoll is covered by the company's standard indemnification and change in control retention agreements.
Investor Verification Checklist
- Verify the total number of Board members is now nine.
- Confirm the vesting date of the 20,547 RSUs is February 15, 2023.
- Review the press release filed as Exhibit 99.1 for additional biographical details on Dr. Driscoll.
- Note that no financial results or guidance were provided in this specific filing.