Business Context and Reporting Period
This Form 8-K Current Report was filed by MRI Interventions, Inc. (not Clearpoint Neuro, Inc.) on August 6, 2019. The filing reports the appointment of a new director to the Company's Board of Directors, effective September 1, 2019.
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 changes and does not contain financial performance data.
Material Changes
- Board Composition: The Board of Directors increased its size from seven to eight members.
- Director Appointment: B. Kristine Johnson was appointed as a new director.
Management Commentary and Compensation
The Company appointed B. Kristine Johnson, President of Affinity Capital Management, to the Board. Her background includes 17 years at Medtronic, Inc., and board service at Piper Jaffray Companies and AtriCure, Inc.
Compensation Arrangements:
- Annual Retainer: $35,000 for Board service, plus a supplemental retainer for committee service.
- Initial Stock Option: Option to purchase 15,000 shares of common stock, vesting in equal annual installments over three years.
- Annual Stock Option: Option to purchase 15,000 shares granted annually following stockholder meetings, vesting on the earlier of the first anniversary or the day preceding the next annual meeting.
- Indemnification: The Company will enter into a standard indemnification agreement covering expenses, judgments, fines, and settlement amounts incurred during her service.
Key Facts for Investor Verification
- Verify the effective date of the director appointment (September 1, 2019).
- Confirm the total number of board seats (increased to eight).
- Review the specific vesting schedules for the 15,000-share initial and annual stock options.
- Check for any related person transactions involving the new director (none reported in this filing).