☐ | Preliminary Proxy Statement |
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☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material under § 240.14a-12 |
☒ | No fee required. |
☐ | Fee previously paid with preliminary materials. |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and0-11. |
INARI MEDICAL, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 26, 2022APRIL 24, 2024
April 14, 2022March 13, 2024
Dear Stockholder:
You are cordially invited to attend the 20222024 annual meeting of the stockholders (the “Annual Meeting”) of Inari Medical, Inc., a Delaware corporation (“we,” “us,” “Inari” or the “Company”). The Annual Meeting will be held in a virtual meeting format via a live internet webcast at www.proxydocs.com/NARIon Thursday, May 26, 2022Wednesday, April 24, 2024 at 8:1:00 a.m.p.m. (Pacific Time) for the following purposes:
1. | Elect the |
2. | Ratify the |
3. | Approve, on an advisory basis, the compensation of our named executive officers as disclosed in the proxy statement accompanying this Notice of Annual Meeting of Stockholders; and |
4. |
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Transact any other business properly brought before the Annual Meeting. |
These items of business are more fully described in the proxy statement accompanying this Notice of Annual Meeting of Stockholders.
The record date for the Annual Meeting is March 30, 2022February 28, 2024 (the “Record Date”). Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and may vote at, the Annual Meeting or any continuation, postponement or adjournment thereof. We intend to mail the Notice Regarding the Availability of Proxy Materials, or the proxy statement and proxy card, as applicable, on or about March 13, 2024, to our stockholders of record on the Record Date.
The 20222024 Annual Meeting will be held in a virtual meeting format only, via thea live internet webcast, with no physical in-person meeting. Stockholders will be able to attend, vote and submit questions via the internet similar to attendance at an in-person meeting. You are cordially invited to attend. If you plan to attend the virtual Annual Meeting, please see the Questions and Answers section below for further important information, including registration requirements.
If you have any questions or need assistance in voting your shares, please write to Inari Investor Relations at IR@inarimedical.com.IR@inarimedical.com.
By Order of the Board of Directors |
Angela Ahmad |
General Counsel & Secretary |
Irvine, California |
YOUR VOTE IS IMPORTANT! ALL STOCKHOLDERS ARE CORDIALLY INVITED TO
VIRTUALLY ATTEND THE ANNUAL MEETING.MEETING
Whether or not you expect to attend the Annual Meeting, please complete, date, sign and return thesubmit your proxy card, or vote over the internet or telephone as instructed in these materials,voting instructions as promptly as possible in order to ensure your representation at the Annual Meeting. Even if you have voted by proxy, you may still vote at the Annual Meeting. Meeting if you have registered in advance to attend the virtual Annual Meeting at www.proxydocs.com/NARI prior to the registration deadline of April 23, 2024, at 5:00 p.m. (Eastern Time). You will need your control number located with the proxy materials you received for the Annual Meeting to register.Please also note however that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you maywill be required to obtain a legal proxy issued in your name from that record holder in order to be entitled to vote at the Annual Meeting. Please follow the instructions provided by your broker, bank or other nominee.
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Inari Medical, Inc.
6001 Oak Canyon, Suite 100
Irvine, CA 92618
PROXY STATEMENT
FOR THE 20222024 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 26, 2022APRIL 24, 2024
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Why am I being provided with these proxy materials?
Pursuant to “Notice and Access” rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we are sending an Important Notice Regarding the Availability of Proxy Materials (the “Notice”) to our stockholders of record. Brokers, banks and other nominees will be sending a similar Notice to all beneficial owners of stock who hold their shares through such broker, bank or nominee. All record and beneficial stockholders will have the ability to access the proxy materials on the website referred to in the Notice free of charge or request to receive a printed set of the proxy materials for the Annual Meeting. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.
We expect that this Proxy Statement and the Notice will be mailed to stockholders on or about April 14, 2022.March 13, 2024.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on
May 26, 2022April 24, 2024 at 8:1:00 a.m.p.m. (Pacific Time)
via the internet please(please visit www.proxydocs.com/NARI for more detailsdetails)
The Proxy Statement for the 2024 Annual Meeting and 2021 annual report on form 10-KAnnual Report for the year ended December 31, 2023 are available at: www.proxydocs.com/NARI.
How do I attend the Annual Meeting?
The 20222024 annual meeting of stockholders (the “Annual Meeting”) will be held on Thursday, May 26, 2022Wednesday, April 24, 2024 at 8:1:00 a.m.p.m. (Pacific Time) in a virtual meeting format via a live internet webcast at www.proxydocs.com/NARI. You will not be able to attend the Annual Meeting in person. At our virtual Annual Meeting, stockholders will be able to attend, vote and submit questions via the internet. In order to attend the virtual Annual Meeting you must register with your control number at www.proxydocs.com/NARI prior to the registration deadline of May 25, 2022,April 23, 2024, at 5:00 p.m. (Eastern Time). Your control number is provided in the Notice or proxy (or voting instruction) card mailed to you. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the Annual Meeting. For stockholders of record who have registered you will be permitted to vote and submit questions at the virtual Annual Meeting. For beneficial owners who hold their stock through brokers, banks, or other nomineenominees who wish to vote or ask questions at the virtual Annual Meeting you maywill need to obtain a legal proxy from your broker, bank, or other nominee and provide that proxy as part of your registration.
On the day of the Annual Meeting, stockholders may begin to login to the virtual Annual Meeting beginning at 12:45 p.m. (Pacific Time), and the Annual Meeting will begin promptly at 1:00 p.m. (Pacific Time). We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting,
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including any difficulties voting or submitting questions. If you encounter any difficulties accessing the virtual meeting through your unique link posted in the instruction, email you receive after you register for the Annual Meeting at www.proxydocs.com/NARI, you may call the technical support number that will be posted in the instruction email you receive after you register for the Annual Meeting.
Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy or voting instructions in advance of the Annual Meeting by one of the methods described in these proxy materials.
Information on how to vote at the Annual Meeting is discussed below. If you plan to attend the Annual Meeting, please note that attendance will be limited to record and beneficial stockholders as of the Record Date who have properly registered. To log in and register, stockholders (or their authorized representatives) will need the control number provided on their Notice or proxy card or Notice.(or voting instruction) card.
Can I ask questions at the virtual Annual Meeting?
Stockholders as of our Record Date who have properly registered to attend and participate in our virtual Annual Meeting will have an opportunity to submit questions via the internet during a designated portion of the Annual Meeting. These stockholders may also submit a question in advance of the Annual Meeting by registering at www.proxydocs.com/NARI prior to the registration deadline of 5:00 p.m. Eastern Time on May 25, 2022.April 23, 2024. Stockholders will be limited to no more than two questions per person. During the Annual Meeting, we will answer as many stockholder submitted questions as time permits, and any questions that we are unable to address during the Annual Meeting will be published and answered on our website following the Annual Meeting with the exception of any questions that are irrelevant to the purpose of the Annual Meeting or our business or that contain inappropriate or derogatory references which are not in good taste. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.
Who can vote at the Annual Meeting?
Stockholders of record as of the close of business on March 30, 2022,February 28, 2024, the Record Date, or those with a valid proxy from a broker, bank or other nominee that held our shares on the Record Date will be entitled to vote at the Annual Meeting. As of the Record Date, there were 53,017,59557,960,555 shares of common stock outstanding and entitled to vote at the Annual Meeting.
Stockholder of Record: Shares Registered in Your Name
If, on March 30, 2022,February 28, 2024, your shares were registered directly in your name with Inari’s transfer agent, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy over the telephone or on the internet as instructed below (see “How do I vote?”) or, if applicable, complete, date, sign and return the proxy card mailed to you to ensure your vote is counted. You must register in advance at www.proxydocs.com/NARI if you wish to attend and vote at the Annual Meeting.
Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Nominee, and Plan Shares
If, on March 30, 2022,February 28, 2024, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being sent to you by the organization that holds your account.shares has sent you the Notice (or, depending on your election, you may have received a printed copy of this proxy statement and our 2023 Annual Report by mail or an electronic copy of those proxy materials by email). The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account. The deadline for submitting
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your voting instructions to your broker, bank or other nominee is listed on the Notice or other proxy materials sent to you. You are also invited to attend the Annual Meeting. If you want to attend the Annual Meeting, you must register in advance at www.proxydocs.com/NARI. If you want to vote virtually at the Annual Meeting, as part of the registration you maywill be instructed to obtain a legal proxy from your broker, bank or other nominee and to submit a copy in advance of the meeting. Further instructions will be provided to you as part of your registration process.
If you hold shares in any employee stock purchase plan or other equity plan of the Company (the “Plans”), then your proxy card, when signed and returned, or your telephone or internet proxy, will constitute voting instructions given to the trustee or Plan administrator for your shares held in the Plans. Shares in each of the Plans for which voting instructions are not received by 11:59 p.m. (Eastern Time) on May 24, 2022, or if no choice is specified, will be voted by an independent fiduciary.
What am I voting on?
There are fourthree matters scheduled for a vote:
The election of threefour Class III directors to serve until the 20252027 annual meeting of stockholders and until their successors are duly elected and qualified (“Proposal 1”);
The ratification of the selectionappointment of BDO USA, LLPP.C. (“BDO”) as the independent registered public accounting firm for the Company’s fiscal year ending December 31, 20222024 (“Proposal 2”); and
The approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement (“Proposal 3”); and
The approval, on an advisory basis, on the frequency of future advisory votes on executive compensation (“Proposal 4”).
What if another matter is properly brought before the Annual Meeting?
The Board of Directors of the Company (the “Board” or the “Board of Directors”) knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the proxy you submit will authorize the persons named in the accompanying proxy willtherein to vote the shares for which you grant your proxy on those matters in accordance with their best judgment.discretion.
What is the Board’s voting recommendation?
The Board recommends that you vote your shares:
1. | “FOR” each of the |
2. | “FOR” the ratification of the |
3. | “FOR” the approval, on an advisory basis, of the compensation of our named executive |
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How do I vote?
With regard to the election of directors, you may either vote “For” the nominees or you may “Withhold” your vote for any one or more of the nominees you specify. For any other matters to be voted on, you may vote “For” or “Against” or abstain“Abstain” from voting.
The procedures for voting depend on whether your shares are registered in your name or are held by a bank, broker or other nominee:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, there are several ways to direct how your shares are voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the virtual Annual Meeting and vote even if you have already voted by
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proxy. Voting at the Annual Meeting will have the effect of revoking your previously submitted proxy (see “Can I change my vote after submitting my proxy?” below).
Via the Internet | You may submit a proxy over the Internet at www.proxypush.com/NARI 24 hours a day, seven days a week. You will need the control number included on your Notice or your proxy card (if you received a printed copy of the proxy materials). Proxies submitted through the Internet must be received by 11:59 p.m., Eastern Time, on | |
By Telephone | You may submit a proxy using a touch-tone telephone by calling 1-866-250-6202, 24 hours a day, seven days a week. You will need the control number included on your Notice or your proxy card (if you received a printed copy of the proxy materials). Proxies submitted by telephone must be received by 11:59 p.m., Eastern Time, on |
April 23, 2024. | ||
By Mail | If you received printed proxy materials, you may direct how your shares are voted at the Annual Meeting by completing, signing, and dating each proxy card received and returning it in the prepaid envelope. Sign your name exactly as it appears on the proxy card. Proxy cards submitted by mail must be received no later than | |
During the Annual Meeting | Instructions on how to vote while participating in the Annual Meeting live via the internet are posted at www.proxypush.com/NARI. To attend the Annual Meeting and vote your shares, you must register for the Annual Meeting by using the control number located on your Notice or proxy card. Please register at www.proxydocs.com/NARI prior to the registration deadline of |
Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Nominee
If you hold your shares through a broker, bank or other nominee (that is, in street name), you will receive a Notice or voting instruction form (if you received a printed copy of the proxy materials) from your broker, bank or nominee that includeincludes instructions that you must follow in order to submit your voting instructions and have your shares voted at the Annual Meeting. If you want to vote in person virtually at the Annual Meeting, you must register in advance at www.proxydocs.com/NARI prior to the registration deadline of May 25, 2022,April 23, 2024, at 5:00 p.m., Eastern Time. You maywill be instructed to obtain a legal proxy from your broker, bank or other nominee and to submit a copy in advance of the meeting. Further instructions will be provided to you as part of your registration process.
How many votes do I have?
On each matter to be voted upon, you have one vote for each share of common stock you ownowned as of March 30, 2022,February 28, 2024, the Record Date.
What if I return a proxy card or otherwise vote but do not make specific choices?
If you return a signed and dated proxy card, or otherwise vote, without marking voting selections, your shares will be voted in accordance with the recommendations of the Board, “FOR” the election of all threefour nominees for Class III director, “FOR” the ratification of the appointment of BDO as the Company’s independent registered public accounting firm, and “FOR” the approval of the compensation of our named executive officers, and “ONE YEAR” as the preferred frequency for future advisory votes on executive compensation.officers. If any other matter is properly presented at the Annual Meeting, your proxy holder (one ofshares will be voted as described above under “—What if another matter is properly brought before the individuals named on your proxy card) will vote your shares using his or her best judgment.Annual Meeting”.
Will my vote be kept confidential?
Proxies, ballots and voting tabulations are handled on a confidential basis to protect your voting privacy. This information will not be disclosed, except as required by law.
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Can I change my vote after submitting my proxy?
Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways on or before the close of voting for the Annual Meeting:ways:
You may submit another properly completed proxy card with a later date.date by no later than April 23, 2024.
You may grant a subsequent timely proxy by telephone or through the internet.internet by no later than April 23, 2024.
You may send a timely written notice that you are revoking your proxy to Inari’s Secretary at 6001 Oak Canyon, Suite 100, Irvine, CA 92618; provided, however, if you intend to revoke your
• | You may send a timely written notice that you are revoking your proxy to Inari’s Secretary at 6001 Oak Canyon, Suite 100, Irvine, CA 92618 on or before the close of voting for the Annual Meeting; provided, however, that if you intend to revoke your proxy by providing such written notice, we advise that you also send a copy via email to IR@inarimedical.com. |
You may attend and vote at the Annual Meeting. Simply attending the Annual Meeting will not, by itself, revoke your proxy.
• | You may attend and vote at the Annual Meeting if you have registered to attend the meeting at www.proxydocs.com/NARI prior to the registration deadline of April 23, 2024, at 5:00 p.m. (Eastern Time). Simply attending the Annual Meeting will not, by itself, revoke your proxy. |
Your most current proxy card or telephone or internet proxy is the one that is counted, so long as it is provided within the applicable deadline. If your shares are held by your broker, bankerbank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to change your vote or revoke your proxy.
How are votes counted?
Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count (i) votes “For,” votes to “Withhold” and broker non-votes for Proposal No. 1, the proposal to elect directors, and (ii) votes “For,” votes “Against,” votes to “Abstain” and broker non-votes (if applicable) for Proposals No. 2 and 3, and (iii) votes for One Year, Two Years, and Three Years, votes to “Abstain” and broker non-votes for Proposal 4.No. 3.
What are “broker non-votes”?
Broker non-votes occur when a beneficial owner ofIf your shares are held in “street name” through a brokerage account, the broker that holds your shares is generally authorized to vote your shares in accordance with voting instructions received from you. If the broker does not give instructions to the broker, bank or other nominee holding the shares as to how to vote on “non-routine” proposals. Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker, bank or other nominee holding the shares. If the beneficial owner does not providereceive your voting instructions, the broker bank or other nominee can stillmay exercise discretionary authority to vote the shares with respect to certain matters that are considered to be “routine” under applicable stock exchange rules but cannot vote the shares with respect to “non-routine” matters. On non-routine proposals, any “uninstructed shares” may not be voted byOnly Proposal No. 2 (ratification of the broker, bank or nominee and are considered to be “broker non-votes.” Only the proposal to ratify the selectionappointment of our independent registered public accounting firmfirm) is considered a “routine” matter for this purpose and brokers, banks or other nominees generally have discretionary voting power with respect to such proposal.purpose. Brokers banks and other nominees do not have discretionary authority to vote on theProposal No. 1 (the election of directors, or on Proposal 3directors) or Proposal 4,No. 3 (approval, on an advisory basis, of the compensation of our named executive officers), without voting instructioninstructions from the beneficial owner. If you do not submit voting instructions and your broker exercises discretion to vote your shares on Proposal No. 2, your shares will constitute “broker non-votes” on Proposal No. 1 and Proposal No. 3. Broker non-votes on Proposal No. 1 and Proposal No. 3 will be counted for the purpose of determining whether a quorum is present at the Annual Meeting.Meeting, but will not be counted in determining the outcome of those matters.
How many votes are needed to approve each proposal?
Proposal | Vote Required | Broker Discretionary Voting Allowed? | ||||
No. 1. | Election of Directors – | Plurality | No | |||
No. 2. | Ratification of the | Majority Cast | Yes | |||
No. 3. | Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers | Majority Cast | No | |||
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Voting Standard
A “Plurality,” with regard to the election of directors, means that the threefour nominees who receive the most “For” votes cast by the holders of shares either present at the Annual Meeting or represented by proxy will be elected to our Board. The approval by the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions and broker non votes), or “Majority Cast,” is required with regard to the ratificationapprove Proposal No. 2 (ratification of the
selection appointment of our independent registered public accounting firm, approvalfirm) and Proposal No. 3 (approval, on an advisory basis, of the compensation of our named executive officers, and the approval, on an advisory basis, on the frequency of future non-binding votes on the compensation our named executive officers.officers).
Accordingly:
• | Proposal No. 1: For the election of directors, the |
• | Proposal No. 2: To be approved, a majority of the total votes cast on Proposal No. 2 must be voted “For” the ratification of the |
• | Proposal No. 3: To be approved, a majority of the total votes cast on Proposal No. 3 must be voted “For” the approval, on an advisory basis, of the compensation of our named executive officers. Abstentions and broker non-votes will not be considered votes cast on Proposal No. 3 and |
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Please be aware that each of ProposalsProposal 2 and Proposal 3 and 4 are advisory only and will not be binding upon ourbinding. The Board or(including the Compensation Committee. The BoardAudit Committee and the Compensation Committee, as applicable) will review and consider the voting results when making future decisions regarding our executive compensation program.those matters.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid stockholder meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are present or represented by proxy at the Annual Meeting. On the Record Date, there were 53,017,59557,960,555 shares outstanding and entitled to vote. Thus, the holders of at least 26,508,79828,980,278 shares must be present or represented by proxy at the Annual Meeting to have a quorum.
Your shares will be counted towards the quorum only if you submit a valid proxy by mail, over the phone or through the internet, or a valid proxy is submitted on your behalf by your broker, bank or other nominee, or if you vote at the Annual Meeting. Abstentions, votes to “Withhold” and broker non-votes will be counted towards the quorum requirement. If there is no quorum, then either the chair of the Annual Meeting or the holders of a majority of shares present at the Annual Meeting or represented by proxy may adjourn the meeting to another date. At any adjourned Annual Meeting at which a quorum is present, any business may be transacted that might have been transacted at the Annual Meeting as originally notified. If the adjournment is for more than 30 days, or
if after that adjournment a new record date is fixed for the adjourned Annual Meeting, a notice of the adjourned Annual Meeting shall be given to each stockholder of record entitled to vote at the adjourned Annual Meeting.
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How can I find out the results of the voting at the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file with the SEC within four business days after the Annual Meeting.
Who is paying for this proxy solicitation?
The accompanying proxy is solicited on behalf of the Board for use at the Annual Meeting. Accordingly, the Company will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees of the Company will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other nominees for the cost of forwarding proxy materials to beneficial owners. In addition, we have retained Okapi Partners to assist in the solicitation of proxies for a fee of approximately $15,000 plus distribution costs and other expenses.
How can I access the list of stockholders entitled to vote at the Annual Meeting?
A complete list of stockholders of record on the Record Date will be available by request to IR@inarimedical.com for examination at our corporate offices by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting. To access the list during the Annual Meeting, please follow instructions you receive via email after your successful registration.
What does it mean if I receive more than one Notice?Notice, proxy card or voting instruction form?
If you receive more than one Notice or proxy card, your shares may be registered in more than one name or held in different accounts. Please follow the voting instructions on each Notice, proxy card or voting instruction form to ensure that all of your shares are voted.
When are stockholder proposals pursuant to Rule 14a-8 due for inclusion in our Proxy Statementproxy statement for next year’s annual meeting due?meeting?
Stockholders wishing to present proposals for inclusion in our Proxy Statementproxy statement for the 20232025 annual meeting of stockholders (the “2023“2025 Annual Meeting”) pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must submit their proposals so that they are received by us at our principal executive offices no later than December 15, 2022.November 13, 2024, and must otherwise comply with Rule 14a-8. Proposals should be sent to our Secretary at 6001 Oak Canyon, Suite 100, Irvine, CA 92618.
When are other proposals and stockholder nominations due for next year’s annual meeting due?meeting?
With respect to proposals and nominations not to be included in our Proxy Statement pursuant to Rule 14a-8 of the Exchange Act, our Amended and Restated Bylaws (our “Bylaws”) provide that stockholders who wish to nominate a director or propose other business to be brought before the stockholders at an annual meeting of stockholders must notify our Secretary by a written notice, which notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding year’s annual meeting of stockholders.
Stockholders wishing to present nominations for director or proposals for consideration at the 20232025 Annual Meeting under these provisions of our Bylaws must submit their nominations or proposals so that they are received at our principal executive offices not earlier than January 26, 2023December 25, 2024 and not later than February 25, 2023January 24, 2025 in order to be considered. In the event that the 20232025 Annual Meeting is to be held on a date that is more than 30 days before or 60 days after the one-year anniversary of the Annual Meeting, then a stockholder’s notice must
be received by the Secretary no earlier than 90 days prior to such annual meeting and no later than the tenth day following the day on which we make a public announcement of the date of the 20232025 Annual Meeting.
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In addition, to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules (once they become effective), stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees at the 2025 Annual Meeting must providedeliver written notice to the Company that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 27, 2023.60 calendar days before the anniversary of the 2024 Annual Meeting, or February 23, 2025. However, if the date of the 2025 Annual Meeting is more than 30 days before or 30 days after the date of the 2024 Annual Meeting, written notice pursuant to Rule 14a-19 must be received by the later of 60 days prior to the date of the 2025 Annual Meeting or the 10th calendar day after our first public announcement of the date of the 2025 Annual Meeting. The notice requirement under Rule 14a-19 is in addition to the applicable notice requirements under our Bylaws as described above.
Nominations or proposals should be sent in writing to our Secretarysecretary at 6001 Oak Canyon, Suite 100, Irvine, CA 92618. A stockholder’s notice to nominate a director or bring any other business before the Annual Meeting or the 20232025 Annual Meeting must set forth certain information, which is specified in our Bylaws.
We intend to file a Proxy Statement and WHITE proxy card with the SEC in connection with solicitation of proxies for our 20232025 Annual Stockholders’ Meeting. Stockholders may obtain our Proxy Statement (and any amendments and supplements thereto) and other documents as and when filed by us with the SEC without charge from the SEC’s website at: www.sec.gov.(1)
If you have any questions or need assistance in voting your shares, please write to Inari Investor Relations at IR@inarimedical.com.
(1) | Reference to the SEC website is not intended to function as a hyperlink and the information contained on the SEC website is not intended to be part of this proxy statement. |
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Under our governing documents, the Board has the power to set the number of directors from time to time by resolution. Our Board of Directors is presently comprisedcomposed of nineten members, who are divided into three classes, designated as Class I, Class II and Class III. One class of directors is elected by the stockholders at each annual meeting, with each director to serve from the time of theirhis or her respective election until the third annual meeting of stockholders following theirhis or her respective election and until theirhis or her respective successor is duly elected and qualified.qualified, or until his or her earlier death, resignation or removal. Class I directors consist of Donald Milder, Rebecca Chambers, William Hoffman, Andrew Hykes and William Hoffman;Donald Milder; Class II directors consist of Dana G. Mead, Jr., Kirk Nielsen and Catherine Szyman; and Class III directors consist of Cynthia Lucchese, Jonathan Root, M.D., and Robert Warner. Geoff Pardo resignedKirk Nielsen will retire from our Board effective May 21, 2021. Ms. Chambers was appointed to our Board effective June 21, 2021, Mr. Mead was appointed to our Board effective October 1, 2021, and Mr. Warner was appointed to our Board effective March 1, 2022.at the Annual Meeting.
The nominating and corporate governance committee of the Board has recommended, and the Board has approved, the nomination of each of our Class III directors, Ms. SzymanChambers and Messrs. MeadHoffman, Hykes and Nielsen,Milder, for re-election for a three-year termsterm expiring at the 20252027 annual meeting of stockholders and until their respective successors are duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Each of Ms. SzymanChambers and Messrs. MeadHoffman, Hykes and NielsenMilder is currently a director of the Company. Messrs. Hoffman and Midler were previously elected to the Board by our stockholders at our 2021 annual meeting, and each of Ms. Chambers and Mr. Hykes are standing for election by our stockholders for the first time. Mr. Hykes was appointed to the Board in connection with his promotion to serve as our Chief Executive Officer. Ms. Chambers was initially recommended for appointment to the Board by Mr. Hoffman.
Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. Each nominee has agreed to serve if elected. If any nominee should become unavailableunable or unwilling for good cause to serve, for any reason, it is intended that votesthe named proxies will be casthave discretion to vote properly submitted proxies for a substitute nominee designated by our nominating and corporate governance committee and approved by the Board.Board, or our Board may choose to reduce its size. We have no reason to believe that any nominee named will be unable or unwilling to serve if elected.
Nominees for Director and Continuing Directors
The Board has fixed the authorized number of directors at nine to be effective as of the close of the Annual Meeting. The names and ages of the nominees and continuing directors, and their length of service with the Company and Board committee memberships are set forth in the table below.
Name | Age | Director Since | Class Current Term Expires | Independent | AC | CC | NCG | ||||||||||||||||||||||||||||
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| 46 | June 2021 | | Class I 2024 Annual Meeting |
| Yes | | F, M, C** | | — | — | ||||||||||||||||||||||||
| 56 | February 2015 |
| Class I 2024 Annual Meeting | | No | — | — | — | ||||||||||||||||||||||||||
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January 2023 | | Class I 2024 Annual Meeting | | No | — | — | — | ||||||||||||||||||||||||||||
Donald Milder* | 70 | September 2011 | | Class I 2024 Annual Meeting | | Yes | — | M | — | ||||||||||||||||||||||||||
Continuing Directors** | |||||||||||||||||||||||||||||||||||
Dana G. Mead, Jr. | 65 | October 2021 | | Class II 2025 Annual Meeting |
| Yes | — | M | — | ||||||||||||||||||||||||||
Catherine Szyman | 57 | November 2019 | | Class II 2025 Annual Meeting | | Yes | M** | M | — | ||||||||||||||||||||||||||
Cynthia Lucchese | 63 | February 2015 | | Class III 2026 Annual Meeting | | Yes | F, C | — | M,C** |
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Name | Age | Director Since | Class Current Term Expires | Independent | AC | CC | NCG | |||||||||
Jonathan Root, M.D. | 64 | January 2023 | Class III 2026 Annual Meeting | Yes | — | |||||||||||
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Robert Warner | 57 | September 2011 | Class III
| Yes | M | — | — |
*: ChairmanChair of the Board F: Financial Expert M: Member C: Committee Chair
AC: Audit Committee NCG: Nominating & Corporate Governance Committee CC: Compensation Committee
** Mr. Nielsen chaired the NCG through March 2024 and served on the CC through July 2023. Ms. Szyman served on the AC through July 2023 and joined the CC in July 2023. Effective April 1, Ms. Lucchese will serve as chair of the NCG and Ms. Chambers will serve as chair of the AC.
Biographical Information of Directors and Director Nominees
A brief biography of each nominee and each continuing director is set forth below, which includes information as of the Record Date, regarding specific and particular experience, qualifications, attributes or skills of each nominee that led the nominating and corporate governance committee and the Board to believe that the director should serve on the Board.
Director Nominees
Dana G. Mead, Jr. has served as a member of our Board since October 2021. From May 2019 to February 2021, Mr. Mead served as President and CEO of HeartFlow, Inc., a medical device company located in Redwood City, CA. From November 2016 to May 2019, Mr. Mead served as the President and Chief Executive Officer of Beaver-Visitec International, a medical device company located in Waltham, MA. Previously, Mr. Mead was a Strategic Advisor and Partner at Kleiner Perkins Caufield & Byers, a venture capital firm, having joined the firm in May 2005 and serving until June 2016. Mr. Mead was at Guidant Corporation, a cardiovascular medical device company, from 1992 to 2005, most recently as President, Guidant Vascular Intervention. Mr. Mead currently serves on the boards of Inspire Medical Systems, Inc. (NYSE: INSP), a medical technology company, where he serves as a member of the audit committee, Pulmonx Corporation (NASDAQ: LUNG), a medical device company, where he serves as chair of the nominating and corporate governance committee, and Intersect ENT, Inc., (NASDAQ: XENT), a medical technology company where he serves as chair of the compensation committee. Mr. Mead holds a B.A. from Lafayette College and an M.B.A. from the University of Southern California.
We believe Mr. Mead is qualified to serve on our Board due to his extensive leadership experience in the medical device space, and his significant experience serving on public company boards.
Kirk Nielsen has served as a member of our Board since September 2011. Mr. Nielsen has been a Managing Partner at Vensana Capital, a medtech-focused investment firm, since January 2019, and a Managing Director of Versant Ventures, a healthcare-focused venture capital firm since January 2011. He currently serves on the board of CVRx (NASDAQ: CVRX), a commercial-stage medical device company, where he serves as a member of the audit and nominating and corporate governance committees, and as a board member for several private companies. Mr. Nielsen received an A.B. from Harvard College and an M.B.A. from Harvard Business School.
We believe Mr. Nielsen is qualified to serve on our Board due to his extensive management experience and having served on the board of several medical technology companies.
Catherine Szyman has served as a member of our Board since November 2019. Since January 2015, Ms. Szyman has been the Corporate Vice President of Critical Care at Edwards Lifesciences Corp., a public company and global leader in patient-focused medical innovations for structural heart diseases and critical care and surgical monitoring. Prior to this, Ms. Szyman worked at Medtronic from 1991 to 2014, where she held a number of roles, including President of Global Diabetes, Vice President of Corporate Strategy and Business Development, Vice President and General Manager for the Endovascular business and Vice President of Finance for the Vascular business. Ms. Szyman currently serves on the boards of Outset Medical, Inc. (NASDAQ: OM), a medical technology company pioneering a first -of-its-kind technology to reduce the cost and complexity of dialysis, where she serves as a member of the compensation committee, as a board observer for Endotronix, Inc., a private medical device company, and a board member for the Opus College of Business at the University of St. Thomas. Ms. Szyman has a B.A. from University of St. Thomas and an M.B.A. from Harvard Business School.
We believe Ms. Szyman is qualified to serve on our Board because of her extensive leadership experience and knowledge of medical device companies.
Continuing Directors
Rebecca Chambers has served as member of our board of directors since June 2021. Since July 2021, Ms. Chambers has served as the Chief Financial Officer and Executive Vice President of Veracyte, Inc., a global genomic diagnostics company. From June 2019 to July 2021, Ms. Chambers served as the Chief Financial Officer of Outset Medical, Inc., a medical technology company pioneering a novel technology to reduce the cost and complexity of dialysis. Prior to that, she was at Illumina, a genetic tools company, where she served in a number of roles: as the Vice President, Financial Planning and Analysis from July 2017 to May 2019, as Vice President, Investor Relations and Treasury from April 2015 to June 2017, and as Senior Director, Investor Relations from October 2012 to April 2015. Previously, Ms. Chambers served as Head of Investor Relations and Corporate Communications at Myriad Genetics, a molecular diagnostic company, from January 2011 to October 2012, and in various roles in investor relations at Life Technologies, a biotechnology company, from May 2009 to December 2010. She also previously held positions with Bank of America, a financial services company, and Millennium Pharmaceuticals, a biopharmaceutical company that was acquired by Takeda Pharmaceuticals Co. Ms. Chambers holds a B.S. from John Carroll University and an M.B.A. from The S.C. Johnson Graduate School of Management, Cornell University.
Class I Director Nominees | ||
Director since 2021 Age: 46 | Rebecca Chambers has served as member of our board of directors since June 2021. Since July 2021, Ms. Chambers has served as the Chief Financial Officer and Executive Vice President of Veracyte, Inc., a publicly traded global genomic diagnostics company. From June 2019 to July 2021, Ms. Chambers served as the Chief Financial Officer of Outset Medical, Inc., a medical technology company pioneering a novel technology to reduce the cost and complexity of dialysis. Prior to that, she was at Illumina, a genetic tools company, where she served in a number of roles: as the Vice President, Financial Planning and Analysis from July 2017 to May 2019, as Vice President, Investor Relations and Treasury from April 2015 to June 2017, and as Senior Director, Investor Relations from October 2012 to April 2015. Previously, Ms. Chambers served as Head of Investor Relations and Corporate Communications at Myriad Genetics, a molecular diagnostic company, from January 2011 to October 2012, and in various roles in investor relations at Life Technologies, a biotechnology company, from May 2009 to December 2010. She also previously held positions with Bank of America, a financial services company, and Millennium Pharmaceuticals, a biopharmaceutical company that was acquired by Takeda Pharmaceuticals Co. Ms. Chambers holds a B.S. from John Carroll University and an M.B.A. from The S.C. Johnson Graduate School of Management, Cornell University. |
We believe Ms. Chambers’s extensive healthcare leadership experience in high growth companies qualifiedqualifies her to serve on our Board.
William Hoffman has served as our Chief Executive Officer and President and as a member of our Board since February 2015. Mr. Hoffman previously served as Chief Executive Officer at Visualase, Inc., a private company focusing on MRI-guided lasers, from May 2008 until its acquisition by Medtronic PLC, or Medtronic, in July 2014. Prior to this, Mr. Hoffman was the Chief Operating Officer of Rubicor Medical, Inc., a private company focusing on minimally invasive breast biopsy and lumpectomy technology, from April 2006 to November 2007. From July 2003 to February 2006, Mr. Hoffman served as Director of Sales and then the Vice President of Sales at FoxHollow Technologies, Inc, a private and later, a public company that makes medical devices used to treat peripheral artery disease. Mr. Hoffman received a B.A. from Dickinson College.
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Director since 2015 Age: 56 | William Hoffman has served as a member of our Board since February 2015 and previously served as our Chief Executive Officer and President from February 2015 until December 2022. Mr. Hoffman previously served as Chief Executive Officer at Visualase, Inc., a private company focusing on MRI-guided lasers, from May 2008 until its acquisition by Medtronic PLC, in July 2014. Prior to this, Mr. Hoffman was the Chief Operating Officer of Rubicor Medical, Inc., a private company focusing on minimally invasive breast biopsy and lumpectomy technology, from April 2006 to November 2007. From July 2003 to February 2006, Mr. Hoffman served as Director of Sales and then the Vice President of Sales at FoxHollow Technologies, Inc, a private and later, a public company that makes medical devices used to treat peripheral artery disease. He currently serves on the board of Magenta Medical, Inc., a privately-held company dedicated to the development of miniaturized blood pumps, and is a partner at Vensana Capital, a medtech-focused investment firm. Mr. Hoffman received a B.A. from Dickinson College. |
We believe Mr. Hoffman’s extensive management experience in the medical device industry, and his understanding of our business, operations and strategy qualify him to serve on our Board.
Director since 2023 Age: 51 | Andrew Hykes has served as our Chief Executive Officer, President and a member of our Board since January 2023. Mr. Hykes previously served as our Chief Operating Officer from October 2020 to December 2022, and as our Chief Commercial Officer since September 2017. From November 2012 to January 2017, Mr. Hykes was the Vice President of Commercial Operations of Sequent Medical Inc., a private company focused on catheter-based neurovascular therapies that was acquired by Terumo Corporation in July 2016. Prior to this, Mr. Hykes worked for Medtronic PLC, a public medical device company, from August 2002 to October 2012, where he held several positions including Vice President of Marketing, Vice President of Clinical and Regulatory Affairs and Director of Investor Relations. From 1995 to 2000, Mr. Hykes worked in healthcare banking for ABN AMRO Bank. Mr. Hykes received his B.B.A. from the University of Wisconsin Madison and an M.B.A. from Harvard Business School. |
We believe that Mr. Hykes’ proven medical device operating executive leadership, with broad functional, geographic and sector experience, qualifies him to serve as our Chief Executive Officer and on our Board.
Donald Milder has served as a member of our Board since September 2011 and as Chair of our Board since December 2019. In 1999, Mr. Milder co-founded Versant Venture Management, LLC, or Versant, where he has been a Managing Director since its inception. Versant is a venture capital firm that invests in medical devices, biotechnology, life science, pharmaceuticals and healthcare sectors. Previously, Mr. Milder was a Managing Director with CPVP Management LP from August 1989 to November 1999, where he was responsible for their healthcare investments. Prior to this, Mr. Milder was the Chief Executive Officer of Infusion Systems Corporation from 1984 to 1989. He currently serves as a board member for several private companies and a charitable foundation. Mr. Milder received a B.A. from Union College and an M.B.A. from Harvard Business School.
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Director since 2011 Age: 70 | Donald Milder has served as a member of our Board since September 2011 and as Chair of our Board since December 2019. In 1999, Mr. Milder co-founded Versant Venture Management, LLC, or Versant, where he has been a Managing Director since its inception. Versant is a venture capital firm that invests in medical devices, biotechnology, life science, pharmaceuticals and healthcare sectors. Previously, Mr. Milder was a Managing Director with CPVP Management LP from August 1989 to November 1999, where he was responsible for their healthcare investments. Prior to this, Mr. Milder was the Chief Executive Officer of Infusion Systems Corporation from 1984 to 1989. He currently serves as a board member for several private companies and a charitable foundation. Mr. Milder received a B.A. from Union College and an M.B.A. from Harvard Business School. |
We believe Mr. Milder is qualified to serve as a director and as the Chair of our Board due to his extensive experience as a venture capital investor and member of the board of multiple medical device companies.
Cynthia Lucchese has served as a member of our Board since November 2019. Since November 2020, Ms. Lucchese has been Chief Strategy Officer of Penske Entertainment Corp., a privately held company which owns and operates the Indianapolis Motor Speedway, INDYCAR racing league and IMS Productions. From November 2015 through October 2020, Ms. Lucchese served as Chief Administrative Officer and Chief Financial Officer of Penske Entertainment Corp. Prior to this she was the Senior Vice President and Chief Financial Officer of Hillenbrand, Inc., a public company with multiple brands that serve a range of industries
across the globe, from January 2008 until March 2014. Ms. Lucchese has experience with medical device and life sciences companies, including Guidant, Thoratec and Eli Lilly. Ms. Lucchese currently serves on the boards of Intersect ENT, Inc. (NASDAQ: XENT), a medical device company where she serves as chair of the audit committee and as a member of the nominating and corporate governance committee, and Hanger, Inc. (NYSE: HNGR), a company that delivers orthotic and prosthetic products, where she serves as a member of the audit committee. Ms. Lucchese is also a board member and audit committee chair for BVI International, Inc., a privately owned global ophthalmic device company. Ms. Lucchese has a B.S. in accounting and an M.B.A. from Indiana University, Kelley School of Business.
Continuing Directors | ||
Director since 2019 Age: 63 | Cynthia Lucchese has served as a member of our Board since November 2019. From November 2020 through February 2023, Ms. Lucchese was the Chief Strategy Officer of Penske Entertainment Corp., a subsidiary of Penske Corporation, and she served as Chief Administrative Officer and Chief Financial Officer from November 2014 to November 2020. Prior to this, she was Senior Vice President and Chief Financial Officer of Hillenbrand from 2008 to 2014. Ms. Lucchese has more than twenty years of experience with medical device and life sciences companies. including Guidant, Eli Lilly, and Thoratec, where she served as Senior Vice President and Chief Financial Officer. Ms. Lucchese currently serves on the board of CooperCompanies, a global medical device company, where she serves as member of the audit committee and corporate governance and nominating committee. She is also a member of the board of directors of BVI Medical, a privately owned global surgical ophthalmic company, where she serves as chair of the audit committee. Ms. Lucchese is also a member of the Board of Trustees of Indiana University. Ms. Lucchese previously served as a member of the board of directors and chair of the audit committee of Relievant Medsystems from December 2022 until its acquisition by Boston Scientific in November 2023. She served on the board and audit committee of Hanger from May 2015 until its acquisition in October 2022 by Patient Square Capital, and on the board of Intersect ENT from 2014 until its acquisition by Medtronic in May 2022, where she served on the nominating & corporate governance committee and as chair of the audit committee. She also served on the board of Brightpoint from 2009 until its acquisition by Ingram Micro in 2012, where she served as chair of the audit committee and a member of the nominating & corporate governance committee. Ms. Lucchese earned her undergraduate degree in accounting and MBA from the Indiana University Kelley School of Business. |
We believe Ms. Lucchese is qualified to serve on our Board because of her extensive experience in accounting, finance, and business strategy, serving as a board member of public companies, and in the medical device industry.
Jonathan Root, M.D.
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Director since 2021 Age: 65 | Dana G. Mead, Jr. has served as a member of our Board since October 2021. From May 2019 to February 2021, Mr. Mead served as President and CEO of HeartFlow, Inc., a medical device company located in Redwood City, CA. From November 2016 to May 2019, Mr. Mead served as the President and Chief Executive Officer of Beaver-Visitec International, a medical device company located in Waltham, MA. Previously, Mr. Mead was a Strategic Advisor and Partner at Kleiner Perkins Caufield & Byers, a venture capital firm, having joined the firm in May 2005 and serving until June 2016. Mr. Mead was at Guidant Corporation, a cardiovascular medical device company, from 1992 to 2005, most recently as President, Guidant Vascular Intervention. Mr. Mead currently serves on the boards of Inspire Medical Systems, Inc. (NYSE: INSP), a medical technology company, where he serves as a member of the audit committee, and Pulmonx Corporation (NASDAQ: LUNG), a medical device company, where he serves as chair of the board. He previously served on the board of Intersect ENT, Inc. until its acquisition by Medtronic Inc. in 2022. Mr. Mead holds a B.A. from Lafayette College and an M.B.A. from the University of Southern California. |
We believe Mr. Mead is qualified to serve on our Board due to his extensive leadership experience in the medical device space, and his significant experience serving on public company boards.
Director since 2011 Age: 64 | Jonathan Root, M.D. has served as a member of our Board since September 2011. Dr. Root has served as the Managing Member of Presidio Management Group X, LLC and several U.S. Venture Partners’ funds, which are the general partners of various other venture capital funds, since 1998. Dr. Root currently serves on the board of Edgewise Therapeutics, Inc. (NASDAQ: EWTX), a clinical stage biopharmaceutical company focused on treating severe, rare muscle disorders, where he serves as a member of the audit committee and nominating and corporate governance committee. Dr. Root served on the boards |
We believe Dr. Root’s medical, management and directorship experience in the healthcare industry qualifiedqualifies him to serve on our Board.
Robert Warner
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Director since 2019 Age: 57 | Catherine Szyman has served as a member of our Board since November 2019. Since January 2015, Ms. Szyman has been the Corporate Vice President of Critical Care at Edwards Lifesciences Corp., a public company and global leader in patient-focused medical innovations for structural heart disease and critical care and surgical monitoring. Prior to this, Ms. Szyman worked at Medtronic from 1991 to 2014, where she held a number of roles, including President of Global Diabetes, Vice President of Corporate Strategy and Business Development, Vice President and General Manager for the Endovascular business and Vice President of Finance for the Vascular business. Ms. Szyman currently serves on the board of Outset Medical, Inc. (NASDAQ: OM), a medical technology company pioneering a first-of-its-kind technology to reduce the cost and complexity of dialysis, where she serves as a member of the compensation committee. Ms. Szyman has a B.A. from University of St. Thomas and an M.B.A. from Harvard Business School. |
We believe Ms. Szyman is qualified to serve on our Board since March 2022. From August 2015 to February 2018, Mr. Warner served as Presidentbecause of her extensive leadership experience and General Managerknowledge of Alcon Vision Care Franchise (Alcon), an eye care device company with complimentary business in surgical and vision care. Prior to that, Mr. Warner served as President, U.S. and Canada, for Alcon from January 2012 to July 2015 and as President, Canada and Latin America, for Alcon from November 2010 to January 2012. From January 2005 to October 2010, Mr. Warner served in positions of increasing responsibility for Alcon. Mr. Warner was a member of the Alcon Executive Leadership Team for over 10 years and led the Alcon transition from Nestle to Novartis majority ownership. Since August 2021, Mr. Warner has served on the board of directors of RXSight, Inc. (NASDAQ GS: RXST), a commercial-stage medical technology company dedicated to improving the vision of patients following cataract surgery, where he also serves as chair of the nominating and corporate governance committee and as a member of the compensation committee. Mr. Warner currently serves on the board two private medical device companies, i-Lumen Scientific, where he is also a member of the compensation committee, and EyeYon Medical, where he also serves as Chairman. In addition, Mr. Warner is a board member of GRACE, the Grapevine Relief and Community Exchange, a nonprofit relief agency that provides vital necessities to people who are struggling with a limited income or recent emergency. Mr. Warner holds a B.S. in Chemistry from Pace University and an MBA from Rutgers University.companies.
Director since 2022 Age: 57 | Robert Warner has served as a member of our Board since March 2022. From August 2015 to February 2018, Mr. Warner served as President and General Manager of Alcon Vision Care Franchise (Alcon), an eye care device company with complimentary business in surgical and vision care. Prior to that, Mr. Warner served as President, U.S. and Canada, for Alcon from January 2012 to July 2015 and as President, Canada and Latin America, for Alcon from November 2010 to January 2012. From January 2005 to October 2010, Mr. Warner served in positions of increasing responsibility for Alcon. Mr. Warner was a member of the Alcon Executive Leadership Team for over 10 years and led the Alcon transition from Nestle to Novartis majority ownership. Since August 2021, Mr. Warner has served on the board of directors of RXSight, Inc. (NASDAQ: RXST), a commercial-stage medical technology company dedicated to improving the vision of patients through cataract surgery, where he also serves as chair of the nominating and corporate governance committee and as a member of the compensation committee. Mr. Warner currently serves on the board of two private medical device companies, i-Lumen Scientific, where he is also a member of the compensation committee, and EyeYon Medical, where he also serves as Chairman. In addition, Mr. Warner is a board member of GRACE, the Grapevine Relief and Community Exchange, a nonprofit relief agency that provides vital necessities to people who are struggling with a limited income or recent emergency. Mr. Warner holds a B.S. in Chemistry from Pace University and an MBA from Rutgers University. |
We believe Mr. Warner’s decades of executive operating experience, including internationally, qualifies him to serve on our Board.
OUR BOARD RECOMMENDS A VOTE “FOR” EACH OF THE THREEFOUR NAMED CLASS III DIRECTOR NOMINEES. PROXIES WILL BE VOTED “FOR” THE ELECTION OF THE NOMINEES UNLESS OTHERWISE SPECIFIED.
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This section describes key corporate governance guidelines and practices that we have adopted. Complete copies of our Corporate Governance Guidelines, the charters of the committees of the Board and our Code of Ethics and Conduct, described below, can be found in the Governance section of the Investor Relations section of our website at www.inarimedical.com. Alternatively, you can request a copy of any of these documents free of charge by writing to: Angela Ahmad, General Counsel & Secretary, c/o Inari Medical, Inc., 6001 Oak Canyon, Suite 100, Irvine, CA 92618. Information on or accessible through our website is not incorporated by reference in this Proxy Statement.
Our Board of Directors currently consists of nineten members. In accordance with our Restated Certificate of Incorporation and our Bylaws, our directors are divided into three classes serving staggered three-year terms. At each annual meeting of stockholders, our directors will be elected to succeed the class of directors whose terms have expired. Our current directors are divided among the three classes as follows:
Class I directors consist of Rebecca Chambers, William Hoffman, Andrew Hykes and Donald Milder, whose terms expire at the 2024 annual meeting of stockholders;Annual Meeting;
Class II directors consist of Dana G. Mead, Jr., Kirk Nielsen and Catherine Szyman, whose terms expire at the 20222025 Annual Meeting except that Mr. Nielsen will retire from the Board at the Annual Meeting; and
Class III directors consist of Cynthia Lucchese, Jonathan Root, M.D. and Robert Warner, whose terms expire at the 20232026 annual meeting of stockholders.
Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective terms. Each director’s term continues until the election and qualification of their successor, or their earlier death, resignation or removal. The Board has fixed the authorized number of directors at nine to be effective as of the Annual Meeting.
INDEPENDENCE OF THE BOARD OF DIRECTORS
The Board has affirmatively determined that alleach of the nomineesMses. Chambers, Lucchese and continuing directors, other than Mr. Hoffman,Szyman, Dr. Root, and Messrs. Mead, Milder, Nielson, and Warner are independent directors within the meaning of the applicable Nasdaq listing standards and relevant securities and other laws, rules and regulations regarding the definition of “independent” (the “Independent Directors”). Messrs. Hoffman and Hykes are not independent directors as a result of their former and current position as our Chief Executive Officer, respectively. In making these independence determinations, our Board of Directors considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and any transactions involving them described in the section titled “Certain Relationships and Related Party Transactions”. There are no family relationships among any of our directors or between any director and any of our executive officers.
The Board believes that it is important to retain the flexibility to allocate the responsibilities of the offices of ChairmanChair of the Board and Chief Executive Officer in any manner that it determines to be in the best interests of the Company at any point in time.
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The Board reviews its leadership structure periodically as part of its annual self-assessment process.process and the Board reaffirms the selection of the Chair annually. In addition, the Board continues to monitor developments in corporate governance as well as the approaches our peers undertake. The Board believes that the current Board leadership structure, with Mr. Milder serving as our Chair and Mr. HoffmanHykes serving as our Chief Executive Officer, provides effective independent oversight of management. Our Independent Directors bring experience, oversight and expertise from outside of our Company, while Mr. HoffmanHykes brings Company-specific experience, expertise and leadership.
The Board does not have a lead Independent Director since our Chair is independent. Our Corporate Governance Guidelines provide that our Independent Directors meet in executive session without non-Independent Directors or management present on a regularly scheduled basis, but no less than twice per year. The Board, including each of its committees, also has complete and open access to any member of the Company’s management and the authority to retain independent advisors as the Board or such committee deems appropriate. In addition, all members of the audit committee, the nominating and corporate governance committee and the compensation committee are Independent Directors, and the committee chairs have authority to hold executive sessions without management and non-Independent Directors present.
We consider diversity, such as gender, race and ethnicity, and diversity of backgrounds, in identifying director nominees and view such diversity characteristics as meaningful factors to consider, but do not have a formal diversity policy. The following table shows an overview of the current composition of our Board:
Board Diversity Matrix (As of March 30, 2022) | ||||||||||||||||||||||||||||||||
Board Diversity Matrix (As of March 13, 2024) | Board Diversity Matrix (As of March 13, 2024) | |||||||||||||||||||||||||||||||
Board Size: | Board Size: |
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Total Number of Directors | 9 | 10 | ||||||||||||||||||||||||||||||
Female | Male | Non-Binary | Did not Disclose Gender | Female | Male | Non-Binary | Did not Disclose Gender | |||||||||||||||||||||||||
Gender: | Gender: |
| Gender: |
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Directors | 3 | 6 | 0 | 0 | 3 | 7 | 0 | 0 | ||||||||||||||||||||||||
Number of Directors Who Identify in Any of the Categories Below: | Number of Directors Who Identify in Any of the Categories Below: |
| Number of Directors Who Identify in Any of the Categories Below: |
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African American or Black | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Alaskan Native or Native American | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Asian (other than South Asian) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
South Asian | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Hispanic or Latino | 0 | 1 | 0 | 0 | 0 | 1 | 0 | 0 | ||||||||||||||||||||||||
Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
White | 3 | 5 | 0 | 0 | 3 | 6 | 0 | 0 | ||||||||||||||||||||||||
Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
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ROLE OF THE BOARD IN RISK OVERSIGHT
Our Board has an active role, as a whole and also at the committee level, in overseeing the management of our risks. Our Board is responsible for general oversight of risks and regular review of information regarding our risks, including credit risks, liquidity risks and operational risks. The compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The audit committee is responsible for overseeing the management of risks relating to accounting matters and financial reporting.reporting, as well as our policies with respect to enterprise risk management, including data security practices and cybersecurity threats. The nominating and corporate governance committee is responsible for overseeing the management of risks associated with the independence of our Board and potential conflicts of interest. The
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compensation committee considers our compensation policies and practices, applicable to all employees, with the input and assistance of management, to determine if their structure or implementation provides incentives to employees to take unnecessary or inappropriate risks that could have a material adverse effect on the Company. The compensation committee has determined that the implementation and structure of the compensation policies and practices do not encourage unnecessary and inappropriate risks that are reasonably likely to have a material adverse effect on the Company. Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through discussions from committee members about such risks.
MEETINGS OF THE BOARD OF DIRECTORS
The Board oversees our business. It establishes overall policies and standards and reviews the performance of management. During the fiscal year ended December 31, 2021,2023, the Board held seveneight meetings. Each Board member attended 75% or more of the aggregate meetings of the Board and of the committees on which they served held during the period for which they were a director or committee member. The Company’s directors are encouraged to attend our annual meetings of stockholders, but we do not currently have a policy relating to director attendance. AllNine of our 10 directors serving on our Board in May 20212023 attended our 20212023 Annual Meeting of Stockholders.
Our Independent Directorsnon-employee directors meet from time to time and at least annually in executive session.
COMMITTEES OF THE BOARD OF DIRECTORS
Our Board has three standing committees: the Audit Committee,audit committee, the Compensation Committeecompensation committee and the Nominatingnominating and Corporate Governance Committee.corporate governance committee. Below is a description of each committee of the Board. Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities.
Audit Committee
Our Audit Committeeaudit committee oversees our corporate accounting and financial reporting process and assists our Board in its oversight of (i) our accounting and financial reporting processes, (ii) the integrity of our financial statements, (ii)(iii) our risk assessment and risk management program, (iii)(iv) the qualifications, independence and performance of our independent auditor and (iv)(v) the design and implementation of our internal audit function and internal controls. Our Audit Committeeaudit committee operates under a written charter and is responsible for, among other things:
appointing, compensating, retaining and overseeing the work of our independent auditor and any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for us;
discussing with our independent auditor any audit problems or difficulties and management’s response;
pre-approving all audit and non-audit services provided to us by our independent auditor (other than those provided pursuant to appropriate preapproval policies established by the audit committee or exempt from such requirement under the rules of the SEC);
• | pre-approving all audit and non-audit services provided to us by our independent auditor (other than those provided pursuant to appropriate preapproval policies established by the audit committee or exempt from such requirement under the rules of the SEC); |
reviewing and discussing policies with respect to financial risk assessment and risk management including cybersecurity;management;
reviewing and discussing our legal, regulatory, and ethical compliance programs;
reviewing and discussing with management policies and risks related to information systems, data privacy and cybersecurity;
reviewing our internal audit function and overseeing the internal auditor;
reviewing and discussing our annual and quarterly financial statements with management and our independent auditor; and
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, and for the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.
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Our Audit Committeeaudit committee currently consists of Mses. Chambers, Lucchese and Szyman and Mr. Warner, with Ms. Lucchese serving as chair. Ms. Chambers and Mr. Warner haveSzyman also served on the Audit Committee since their June 2021 and March 2022 respective appointments toaudit committee until she joined the Board. Geoff Pardo served on the Audit Committee
until his resignation from the Boardcompensation committee in May 2021.July 2023. Our Board has affirmatively determined that Ms. Chambers, Ms. Lucchese Ms. Szyman, and Mr. Warner meet, and that Mr. Pardoduring the period of her service in 2023, Ms. Szyman met, the requirements for independence under the current Nasdaq listing standards and SEC rules and regulations. In addition, our Board has determined that Ms. Lucchese and Ms. Chambers are each an “audit committee financial expert” as defined in Item 407(d) of Regulation S-K promulgated under the Securities Act. Each member of our Audit Committeeaudit committee is financially literate.
The Audit Committeeaudit committee held four meetings in 2021.2023.
Compensation Committee
Our Compensation Committeecompensation committee oversees our compensation policies, plans and programs.programs relating to our directors and executive officers. Our Compensation Committeecompensation committee operates under a written charter and is responsible for, among other things:
reviewing our compensation philosophy and annually reviewing our executive compensation and benefit policies and programs;
reviewing and approving corporate goals and objectives with respect to the compensation of our Chief Executive Officer, evaluating our Chief Executive Officer’s performance in light of these goals and objectives and (either alone or, if directed by the Board, in conjunction with a majority of the independent directors on the Board) setting our Chief Executive Officer’s compensation;
reviewing and setting or making recommendations to our Board regarding the compensation of our other executive officers;
reviewing and making recommendations to our Board regarding director compensation;
• | reviewing policies and programs concerning perquisite benefits and non-cash or other benefits for our executive officers; |
engaging in risk assessments of our compensation programs;
reviewing and approving or making recommendations to our Board regarding our incentive compensation and equity-based plans and arrangements;
establishing stock ownership guidelines for our executive officers and directors and monitoring compliance;
reviewing and overseeing the administration of our clawback policy and recommending any proposed changes to the Board;
overseeing our human capital management efforts and related disclosures;
reviewing and discussing annually with management our “Compensation Discussion and Analysis” disclosure; and
appointing, compensating and overseeing any compensation consultants.
Our Compensation Committeecompensation committee currently consists of Messrs. Milder, Mead and NielsenDr. Root, and Dr. Root,Ms. Szyman, with Dr. Root serving as chair.chair through the end of March 2024 and Mr. Mead hasbecoming chair effective April 1, 2024. Mr. Nielsen also served on the Compensation Committee since joining the Board in October 2021.compensation committee through July 2023. The composition of our Compensation Committeecompensation committee meets the requirements for independence under the current Nasdaq listing standards and SEC rules and regulations.standards. In making the determination regarding the independence of each member of the compensation committee, the Board considered whether the director has a relationship with the Company that is material to the director’s ability to be independent from management in connection with the duties of a compensation committee member. Each member of thisthe compensation committee is a non-employee director, as defined in Section Rule 16b-3 of under the Exchange Act.
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Compensation Committee Processes and Procedures
The implementation of our compensation philosophy is carried out under the supervision of the Compensation Committee.compensation committee. The Compensation Committeecompensation committee charter requires that the Compensation Committeecompensation committee meet as often as it determines is appropriate to carry out its responsibilities under the charter. The agenda for each meeting is usually developed by the chair of the Compensation Committee,compensation committee, in consultation with other compensation committee members, management and the compensation committee’s independent advisors. The Compensation Committeecompensation committee also meets regularly in executive session. Our President and Chief Executive Officer, our Chief Financial Officer, and our General Counsel, and our Vice President, Human Resources, in addition to the compensation committee’s independent advisors, may attend portions of the Compensation Committeecompensation committee meetings for the purpose of providing analysis and information to assist management with their recommendations on various compensation matters. Management does not participate in the executive sessions of the Compensation Committee.compensation committee.
In 2021,April 2022, the Compensation Committeecompensation committee engaged Compensia,Frederic W. Cook & Co., Inc. (“Compensia”FW Cook”) as an independent advisor to the Compensation Committee. Compensiacompensation committee. FW Cook reports directly to the compensation committee, which retains sole authority to direct the work of and engage FW Cook. During 2023, FW Cook conducted an analysis and provided advice on, among other things, the equity compensation granted to our executive officers, including our Chief Executive Officer, director
compensation and peer group selection. Compensia reported directly to the Compensation Committee, which retained sole authority to direct the work ofselection and engage Compensia.our clawback policy. As part of its analysis, CompensiaFW Cook collected and analyzed compensation information from a peer group of comparable public companies. The Compensation Committee considered this analysis when making its determinations regarding executive compensation in 2021, as detailed below in the section titled “Executive Compensation.”
The Compensation Committee,compensation committee, taking into account the various factors prescribed by Nasdaq regarding the independence of compensation consultants, reviewed factor related to Compensia’sFW Cook’s independence within the Nasdaq factors and does not believe that retaining CompensiaFW Cook results in any conflict of interest.
The Compensation Committeecompensation committee held threeeight meetings during 2021.2023.
Nominating and Corporate Governance Committee
Our Nominatingnominating and Corporate Governance Committee oversees andcorporate governance committee assists our Board in overseeing corporate governance matters and in reviewing and recommending nominees for election as directors. Our Nominatingnominating and Corporate Governance Committeecorporate governance committee operates under a written charter and is responsible for, among other things:
identifying individuals qualified to become members of our Board, consistent with criteria set forth in the corporate governance guidelines and any additional criteria approved by our Board;
recommending to our Board the nominees for election to our Board at annual meetings of our stockholders;
reviewing Board committee structure and membership;
overseeing programs and practices on sustainabilityESG topics, including environmental sustainability and climate change, governance and social affairs;matters;
overseeing the self-evaluationsevaluation of our Board and management;Committees;
reviewing and reassessing compliance with the code of ethics and conduct and recommend any proposed changes to our Board; and
developing and recommending to our Board any proposed changes to our corporate governance guidelines and principles.
Our Nominatingnominating and Corporate Governance Committeecorporate governance committee currently consists of Mr. Nielsen, Dr. Root and Ms. Lucchese, with Mr. Nielsen serving as chair.chair through the end of March 2024 and Ms. Lucchese becoming chair effective April 1, 2024. In connection with his retirement at the Annual Meeting, Mr. Nielsen will no longer serve on our nominating and corporate governance committee. The composition of our Nominatingnominating and Corporate Governance Committeecorporate governance committee meets the requirements for independence under the current Nasdaq listing standards and SEC rules and regulations.
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The Nominatingnominating and Corporate Governance Committeecorporate governance committee held sixthree meetings in 2021.2023.
Procedures of the Nominating and Corporate Governance Committee
In connection with nominating directors for re-election at the Annual Meeting and periodically throughout the year, the Nominatingnominating and Corporate Governance Committeecorporate governance committee considers the composition of the Board and each committee of the Board to evaluate its effectiveness and whether changes should be considered to either the Board or any of the committees. In support of this process, the Board has determined that the Board as a whole must have the right diversity,a mix of characteristics and skills for the optimal functioning of the Board in its oversight of our Company. The Board considers the following factors and qualifications, without limitation:
the appropriate size and theoverall diversity of the Board;
the needs of the Board with respect to the particular talents and experience of its directors;
the knowledge, skills and experience of nominees, including experience in the industry in which the Company operates, business, finance, management or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board;
familiarity with domestic and international business matters;
familiarity and experience with legal and regulatory requirements; and
experience with accounting rules and practices.
Pursuant to the Nominatingnominating and Corporate Governance Committeecorporate governance committee charter, the Nominatingnominating and Corporate Governance Committeecorporate governance committee periodically reviews the composition of the Board in light of then current challenges and needs of the Board and the Company and determines whether it may be appropriate to add or remove individuals after considering issues of judgment, diversity, skills, background and experience. Although the Nominatingnominating and Corporate Governance Committeecorporate governance committee does not have a formal policy regarding diversity on the Board, the Nominatingnominating and Corporate Governance Committeecorporate governance committee is sensitive to the importance of nominating persons with different perspectives, backgrounds and experience to enhance the deliberation and decision-making processes of the Board. The Nominatingnominating and Corporate Governance Committeecorporate governance committee also considers applicable laws and regulations.
Once the Nominatingnominating and Corporate Governance Committeecorporate governance committee and the Board determine that it is appropriate to add a new director, either asto fill a replacementvacancy or as a new position, the Nominatingnominating and Corporate Governance Committeecorporate governance committee uses a flexible set of procedures in selecting individual director candidates. This flexibility allows the Nominatingnominating and Corporate Governance Committeecorporate governance committee to adjust the process to best satisfy the objectives it is attempting to accomplish in any director search. The first step in the general process is to identify the type of candidate the Nominatingnominating and Corporate Governance Committeecorporate governance committee may desire for a particular opening, including establishing the specific target skill areas, experiences and backgrounds that are to be the focus of a director search. The Nominatingnominating and Corporate Governance Committeecorporate governance committee may consider candidates recommended by management, by members of the Nominatingnominating and Corporate Governance Committee,corporate governance committee, by the Board, by stockholders or by a third party it may engage to conduct a search for possible candidates.
Once candidates are identified, the Nominatingnominating and Corporate Governance Committeecorporate governance committee conducts an evaluation of qualified candidates. The evaluation generally includes interviews and background and reference checks. There is no difference in the evaluation process of a candidate recommended by a stockholder as compared to the evaluation process of a candidate identified by any of the other means described above. In identifying and evaluating potential nominees to serve as directors, the Nominatingnominating and Corporate Governance Committeecorporate governance committee will examine each nominee on a case-by-case basis regardless of who recommended the nominee and take into account all factors it considers appropriate.
If the Nominatingnominating and Corporate Governance Committeecorporate governance committee determines that a candidate should be nominated as a candidate for election to the Board, the candidate’s nomination is then recommended to the Board, and the directors may in turn conduct their own review to the extent they deem appropriate. When the Board has agreed
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upon a candidate, such candidate is recommended to the stockholders for election at an annual meeting of stockholders or appointed as a director by a vote of the Board as appropriate.
During 2021, the Nominating and Corporate Governance Committee conducted two searches. The first search was conducted by the committee, who received recommendations for potential candidates from the members of the Board and senior management. In June 2021, the Board elected Ms. Chambers to the Board. Ms. Chambers was initially introduced to the Nominating and Corporate Governance Committee by Mr. Hoffman. For the second search, the Nominating and Corporate Governance Committee engaged a third-party search firm to assist the committee in a search for a director candidate. Members of the Board provided recommendations of potential candidates to the search firm. Following a review of potential candidates, in October 2021 the Board elected Mr. Mead to the Board. Mr. Mead was recommended to the search firm by two directors.
All of the current Class III directors have been recommended by the Nominatingnominating and Corporate Governance Committeecorporate governance committee to the Board for election or reelection, as applicable, as our directors at the Annual Meeting, and the Board has approved such recommendations.
Stockholders who wish to recommend individuals to the Nominatingnominating and Corporate Governance Committeecorporate governance committee for consideration as potential director candidates may submit the names of the recommended individuals, together with appropriate biographical information and background materials, to the Nominatingnominating and Corporate Governance Committee,corporate governance committee, c/o Secretary, 6001 Oak Canyon, Suite 100, Irvine, CA 92618. In the event there is a vacancy, and assumingAssuming that appropriate biographical and background material has been provided on a timely basis, the Nominatingnominating and Corporate Governance Committeecorporate governance committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.
STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Our relationship with our stockholders is an important part of our corporate governance program. Engaging with our stockholders helps us to understand how they view us, to set goals and expectations for our performance, and to identify emerging issues that may affect our strategies, corporate governance, compensation practices or other aspects of our operations. Our stockholder and investor outreach includes investor road shows, analyst meetings, and investor conferences and meetings. We also communicate with stockholders and other stakeholders through various media, including our annual report and SEC filings, proxy statement, news releases and our website. Our conference calls for quarterly earnings releases are open to all. These calls are available in real time and as archived webcasts on our website for a period of time. We also provide a question-and-answer session at our Annual Meeting.
The Board has adopted a process for stockholders and others to send communications to the Board or any director. All such communications should be sent by mail addressed to the Board or any particular director at 6001 Oak Canyon, Suite 100, Irvine, CA 92618, c/o Angela Ahmad, General Counsel & Secretary. All appropriate communications received by Ms. Ahmad will be sent directly to the Board or to the particular director.
Our Board of Directors has adopted a code of ethics and conduct that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The full text of our code of ethics and conduct is available in the Governance section of the Investor Relations section of our website at www.inarimedical.com.www.inarimedical.com. Information on or accessible through our website is not incorporated by reference in this Proxy Statement. We intend to disclose future amendments to our code of ethics and conduct, or any waivers of such code, on our website or in public filings.filings as required by applicable Nasdaq listing standards and SEC rules.
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DIRECTOR COMPENSATION
OurThe Compensation Committee of the Board of Directors approved a reviews and makes recommendations to the full Board on compensation provided to non-employee directors annually, as required by its charter. For 2023, our director compensation program or the Director Compensation Program, pursuant to which non-employee directors are eligible to receive annual cash retainers and equity awards in the form of restricted stock units (RSUs). Effective as of January 1, 2021, our Board of Directors, following input from Compensia and upon recommendation from the Compensation Committee, amended our Director Compensation Program to increase the committee retainers, the Chairman of the Board’s annual retainer and the value of the annual RSU awards. For 2021, our Director Compensation Program consisted of the following components:
Cash Compensation. During 20212023, we paid an annual retainer to our non-employee directors of $40,000.$50,000. We also paid an additional $48,000 retainer to the Chairman of the Board. Each non-employee director received additional retainers for service on the committees, as follows:
Committee | Chair Retainer | Membership Retainer | ||||||
Audit | $ | 20,000 | $ | 10,000 | ||||
Compensation | $ | 15,000 | $ | 7,500 | ||||
Nominating and Corporate Governance | $ | 10,000 | $ | 5,000 |
All cash compensation payable to the directors designated by or affiliated with our stockholders, U.S. Venture Partners X, L.P., USVP X Affiliates, L.P., Versant Venture Capital IV, L.P. or Versant Side Fund IV, L.P. is paid to U.S. Venture Partners X, L.P., USVP X Affiliates, L.P., Versant Venture Capital IV, L.P. or Versant Side Fund IV, L.P., as applicable.
Equity Compensation. Our non-employee directors were also eligible to receive the following equity compensation during 2021:2023 as described below.
Initial Grant:. Upon appointment to the Board, a non-employee director who is initially elected or appointed to serve on the Board automatically shall be granted a RSUrestricted stock unit (RSU) award with a grant date value of approximately $170,000$160,000 on the date on which such director is appointed or elected to serve on the Board and which vestvests in substantially equal installments on each of the first, second and third anniversary of the applicable grant date, subject to such director’s continued service through the applicable vesting date.
Annual Grant:Grant. A non-employee director who is serving on the Board as of the date of the annual meeting of the Company’s stockholders each calendar year shall be granted, on such annual meeting date, RSUs with a grant date value of approximately $135,000,$160,000, which shall vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next annual meeting following the grant date, subject to the director’s continued service through the applicable vesting date.
The number of shares of our common stock subject to an initial grant or annual grant will be determined by dividing the grant date value of the initial grant or annual grant (as applicable) by the trailing 30-calendar day30-day average closing price for our common stock through and including the date prior to the applicable grant date.
Each such award will vest in full upon a change in control of our company (as defined in the Company’s 2020 Incentive Award Plan (the “2020 Plan”)).
In 2022,2023, the Compensation Committee reviewed the compensation of the non-employee directors and considered information provided by CompensiaFW Cook with respect to peer group benchmarking. Following the review, the Compensation Committee recommended, and in February 2022,October 2023, the Board approved the following changes to director compensation to better align with the median pay for our peer group: (i) an increase to the annual cash retainer from $40,000$50,000 to $50,000,$55,000, (ii) an increase to the initial grant of RSUs upon joining the Board from $170,000$160,000 to $240,000,$175,000 and pro-ration of the initial RSU grant for any director joining our Board in between annual meetings, and (iii) an increase to the annual RSU grant from $135,000$160,000 to $160,000.$175,000. The amendments to ourNon-Employee Director Compensation Program became effective as of January 1, 2022.2024.
Compensation under our Director Compensation Program is subject to the annual limits on non-employee director compensation set forth in the 2020 Plan.
The following table sets forth information concerning the compensation of our paid or awarded to each individual who served as a non-employee director at any time during 2023. We also reimburse directors paid during the year ended December 31, 2021.for expenses incurred in connection with their service as directors, including travel expenses for meetings. All compensation paid to Mr. Hoffman,Hykes, our Chief Executive Officer, is reported below in the “Summary Compensation Table.” Mr. Hykes did not receive additional compensation for his services as a director during 2023.
Director Compensation in 20212023
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) | ||||||||||||||||||
Current Directors | ||||||||||||||||||||||||
Rebecca Chambers (3) | 13,888 | 184,626 | 198,514 | |||||||||||||||||||||
Rebecca Chambers | 60,000 | 160,928 | 220,928 | |||||||||||||||||||||
William Hoffman | 37,500 | 160,928 | 198,428 | |||||||||||||||||||||
Cynthia Lucchese | 63,825 | 122,571 | 186,396 | 75,000 | 160,928 | 235,928 | ||||||||||||||||||
Dana G. Mead, Jr. | — | 172,353 | 172,353 | 57,500 | 160,968 | 218,428 | ||||||||||||||||||
Donald Milder | 91,875 | 122,571 | 214,446 | 105,500 | 160,968 | 266,428 | ||||||||||||||||||
Kirk Nielsen | 58,922 | 122,571 | 181,493 | 66,134 | 160,968 | 227,062 | ||||||||||||||||||
Jonathan Root, M.D. | 59,450 | 122,571 | 182,021 | 70,000 | 160,968 | 230,928 | ||||||||||||||||||
Catherine Szyman | 49,500 | 122,571 | 172,071 | 59,544 | 160,968 | 220,472 | ||||||||||||||||||
Former Directors | ||||||||||||||||||||||||
Geoff Pardo (5) | 32,833 | — | 32,833 | |||||||||||||||||||||
Robert Warner | 60,000 | 160,968 | 220,928 |
(1) | Reflects cash compensation paid to each director in 2023 for service on the Board and one or more Committees of the Board. |
(2) | Consists of |