Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of New Chief Financial Officer and Chief Administrative Officer
On February 8, 2023, Hyperfine, Inc. (the “Company”) announced that Brett Hale has been appointed by the Board of Directors of the Company (the “Board”) to serve as Chief Administrative Officer of the Company, effective as of February 13, 2023 (the “Appointment Date”), and Chief Financial Officer of the Company, effective as of the date immediately following the date (the “2022 Form 10-K Filing Date”) the Company files its Annual Report on Form 10-K for the year ended December 31, 2022 with the Securities and Exchange Commission (the “SEC”). On February 3, 2023, the Company determined that the employment of Alok Gupta, the Company’s current Chief Financial Officer, will terminate effective as of March 31, 2023. Mr. Gupta will assist with the transition by continuing to serve as the Company’s principal financial officer through the 2022 Form 10-K Filing Date. The Company expects to enter into a separation agreement with Mr. Gupta, the terms of which will be disclosed once available.
Mr. Hale, age 49, has over 25 years of experience as a financial professional, more than 20 of which have been in the medical technology industry. From September 2017 to February 2023, Mr. Hale served as Chief Financial Officer of Bigfoot Biomedical, Inc., which develops an integrated decision support solution for insulin requiring diabetes. Prior to that, he served as Chief Financial Officer of CardioKinetix Inc., a developer of medical technology to treat heart failure, from 2013 to 2017. Prior to joining CardioKinetix, Mr. Hale served as Chief Financial Officer of Concentric Medical, Inc., which manufactured and marketed minimally invasive devices to remove blood clots causing ischemic stroke, from 2010 through 2012, including through the acquisition of Concentric Medical, Inc. by Stryker Corp. in 2011. He began his career at Guidant Corporation (acquired by Boston Scientific Corporation) in strategic planning, sales finance, financial planning, and internal audit, as well as serving as Assurance Manager at PricewaterhouseCoopers. Mr. Hale holds a B.S. in Accounting and an M.B.A. from Indiana University and is also a Certified Public Accountant (inactive).
The selection of Mr. Hale to serve as the Company’s Chief Financial Officer and Chief Administrative Officer was not pursuant to any arrangement or understanding between Mr. Hale and any other person. There are no family relationships between Mr. Hale and any director or executive officer of the Company, and there are no transactions between Mr. Hale and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
As of February 2, 2023, the Company entered into an offer letter of employment with Mr. Hale, effective as of the Appointment Date (the “Offer Letter”). Pursuant to the terms of the Offer Letter, Mr. Hale’s initial annual base salary is $425,000. Mr. Hale is eligible to receive an annual discretionary bonus with a target of 50% of his base salary. He will receive a one-time sign-on bonus in the amount of $100,000, which is recoverable in full by the Company in the event that he voluntarily terminates his employment with the Company or is terminated for “cause” (as defined in the Hyperfine, Inc. Executive Severance Plan, as amended (the “Severance Plan”)) prior to the 18 month anniversary of the Appointment Date. The Offer Letter further provides that Mr. Hale will receive a grant of stock options to purchase 1,000,000 shares of Class A common stock of the Company as of the Appointment Date, with 25% of the stock options to vest at the mid-point of the calendar quarter that includes the one year anniversary of the Appointment Date, and 2.083% at the end of each month thereafter, subject to Mr. Hale’s continued service to the Company through the applicable vesting dates. These stock options are being granted as an “inducement” award under Nasdaq Listing Rule 5635(c)(4) and, accordingly, such award will be granted outside of the Company’s 2021 Equity Incentive Plan. Commencing on the Appointment Date, Mr. Hale will also become a participant in the Company’s Severance Plan. The foregoing description of the Offer Letter is not complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Further, in connection with Mr. Hale’s appointment, Mr. Hale and the Company entered into an indemnification agreement in the form the Company has entered into with its other executive officers and directors, which form is filed as Exhibit 10.24 to the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2021.