Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Thomas J. Carella
On January 8, 2021, Thomas J. Carella, a member of the Board of Directors (the
"Board") of Outset Medical, Inc. (the "Company") and chairperson of the
Compensation Committee of the Board, resigned effective immediately. Mr.
Carella's resignation is not the result of any disagreement with the Company on
any matter relating to the Company's operations, policies or practices.
Appointment of Karen Drexler
On January 8, 2021, the Board appointed Karen Drexler as a new member of the
Board and as a member and the chairperson of the Compensation Committee of the
Board, with such appointment to be effective immediately.
Ms. Drexler fills the vacancy created by the resignation of Mr. Carella, and her
term of office as a class I director will expire at the Company's 2021 annual
meeting of stockholders or until her successor has been elected and qualified or
her earlier death, resignation or removal.
Ms. Drexler will be compensated in accordance with the Company's Non-Employee
Director Compensation Policy (the "Policy"). Pursuant to the Policy, Ms. Drexler
will be paid $40,000 per year for her service as a member of the Board and
$20,000 per year for her service as chairperson of the Compensation
Committee. Ms. Drexler will also be reimbursed for travel expenses in connection
with her attendance at Board and committee meetings.
In addition, pursuant to the Policy and in connection with her appointment to
the Board, Ms. Drexler will receive restricted stock units having a value of
$262,500 based on the fair market value of the underlying common stock of the
Company on the date of grant. Such restricted stock units will vest quarterly
over three years. Further, at the close of business on the date of each annual
meeting of stockholders of the Company on which Ms. Drexler is then a
non-employee director, Ms. Drexler will receive restricted stock units having a
value of $150,000 based on the fair market value of the underlying common stock
of the Company on the date of grant. Such restricted stock units will vest upon
the earlier of the one-year anniversary of the date of grant and the date of the
Company's next annual meeting of stockholders.
Ms. Drexler will also enter into the Company's standard director and officer
indemnification agreement, the form of which was previously filed by the Company
as Exhibit 10.1 to Amendment No. 1 to the Company's Registration Statement on
Form S-1/A (Registration No. 333-248225), filed with the Securities and Exchange
Commission on September 9, 2020.
There are no arrangements or understandings between Ms. Drexler and any other
persons pursuant to which she was appointed as a director. Furthermore, there
are no transactions in which Ms. Drexler has an interest that would be required
to be reported under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On January 12, 2021, the Company issued a press release announcing the
resignation of Mr. Carella and the appointment of Ms. Drexler. A copy of the
press release is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference into any other
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such a filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release dated January 12, 2021
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OUTSET MEDICAL, INC. 
