Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 27, 2023, Semler's board of directors, or the Board, appointed Douglas
Murphy-Chutorian, M.D., former chief executive officer and president and current
Class III director, as interim chief executive officer and president and as
Semler's principal executive officer, effective April 27, 2023. The Board is
planning to conduct a global search for a permanent chief executive officer.
Wayne T. Pan, M.D., Ph.D. will no longer serve as chief executive officer and
president, and as Class I director, of Semler, as of April 27, 2023. As
contemplated by Dr. Pan's employment agreement dated March 31, 2023, he will (i)
continue to receive his base salary as though he remained employed for the
initial 12-month term of his employment and (ii) receive Consolidated Omnibus
Reconciliation Act of 1985 as amended, or COBRA, payments for the number of
months he is not employed by Semler during the initial 12-month term of his
employment. Receipt of these payments and benefits is conditioned on Dr. Pan
signing and not revoking a separation agreement and release of claims.
Dr. Murphy-Chutorian, age 68, has served as a member of Semler's Board since
September 2012. Dr. Murphy-Chutorian previously served as Semler's chief
executive officer from October 2012 to April 2023. Dr. Murphy-Chutorian has more
than 30 years of broad, diverse experience in healthcare, spanning positions
including clinician, academician, inventor, entrepreneur, chief executive
officer, chairman of the board, and consultant to financial firms. Prior to
joining the Company, from 2005 to 2012, he was managing director of Select
Healthcare Capital, LLC. Dr. Murphy-Chutorian is a named inventor on more than
30 patents and has guided more than 50 products through various regulatory
approval processes. Dr. Murphy-Chutorian's business career has included
extensive involvement in all facets of the medical industry from financial,
research and development, manufacturing and marketing and sales, to regulatory,
reimbursement and clinical trials. Dr. Murphy-Chutorian's breadth of healthcare
experience includes all major sectors of the industry: medical devices, health
services, pharmaceuticals, biotechnology and managed care. Dr. Murphy-Chutorian
received his B.A. and M.D. from Columbia University. Dr. Murphy-Chutorian
completed his internal medicine residency at New York University/Bellevue
Medical Center and his fellowship in cardiology at Stanford University Medical
Center. Dr. Murphy-Chutorian has also served as a faculty member in
interventional cardiology at both Stanford and Montefiore Medical Center.
In connection with Dr. Murphy-Chutorian's appointment as interim chief executive
officer and president, Semler and Dr. Murphy-Chutorian expect to enter into a
letter agreement providing for compensation and benefits consistent with his new
role, which Semler will disclose once finalized, and suspend payments under his
previously disclosed separation and release agreement dated April 1, 2023. As a
current director on Semler's Board, Dr. Murphy-Chutorian is party to Semler's
standard form indemnification agreement.
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