Business Context and Reporting Period
This Form 8-K filing by LeMaitre Vascular, Inc. (Delaware) was submitted on April 11, 2014, reporting events occurring on April 8 and April 9, 2014. The filing addresses changes to the composition of 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 corporate governance and director compensation arrangements.
Material Changes
- Resignation: Russell D. Hays resigned from the Board of Directors effective April 8, 2014.
- Appointment: John A. Roush was appointed as a director and member of the Audit Committee effective April 9, 2014. He serves as a Class II director until the 2014 annual stockholders meeting.
Guidance, Outlook, and Compensation Details
The filing details the compensation structure for Mr. Roush under the Non-Employee Director Compensation Policy:
- Retainers: $10,000 annual Board retainer; $2,500 annual Audit Committee retainer.
- Meeting Fees: $2,500 per in-person quarterly Board meeting; $1,000 per remote quarterly Board meeting; $500 per special Board meeting; $500 per committee meeting.
- Cap: Aggregate cash compensation is capped at $40,000 annually without Board approval.
- Equity Grants: An option to purchase 20,000 shares upon initial appointment and 7,500 shares annually thereafter (subject to six months of service).
- Other: Reimbursement for out-of-pocket expenses and eligibility for the 2006 Stock Option and Incentive Plan.
No financial guidance, outlook, or risk factors were disclosed in this specific filing.
Investor Verification Checklist
- Verify the effective date of Russell D. Hays' resignation and John A. Roush's appointment.
- Confirm the specific equity grant terms (20,000 initial shares, 7,500 annual shares) for the new director.
- Review the full Non-Employee Director Compensation Policy to understand pro-rating rules for partial-year service.
- Check for any undisclosed material interests or arrangements involving the new director as required by Regulation S-K Item 404(a).