Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Victoria Carr-Brendel, Ph.D. to the Board of Directors
On January 17, 2023, the Board of Directors (the "Board") of Vicarious Surgical
Inc. (the "Company") appointed Victoria Carr-Brendel, Ph.D. to the Board,
effective as of January 23, 2023. Dr. Carr-Brendel will serve for a term to
continue until the Company's next annual meeting of stockholders.
Victoria Carr-Brendel, age 59, serves as the Group Vice President of Cochlear
Implants at Sonova Group as well as the President of Advanced Bionics, a Sonova
company and a global leader in the treatment of severe-to-profound hearing loss,
since December 2018. From June 2015 to December 2018, Dr. Carr-Brendel served as
the Chief Executive Officer for JenaValve Technology, Inc., a private company
focused on developing transcatheter aortic valve repair systems to treat
patients suffering from aortic valve disease. Between 2004 and 2015, she served
in roles of increasing responsibility at Boston Scientific Corporation
(NYSE:BSX), eventually overseeing the acquisition of Bayer's Interventional
Radiology division in 2014. Dr. Carr-Brendel holds a Bachelor's degree in
Biology from Monmouth College, a Master of Science in Microbiology from Iowa
State University, and a Ph.D. in microbiology and Immunology from the University
of Illinois at Chicago. Dr. Carr-Brendel's qualifications to serve on the Board
include her extensive medical device development experience leading R&D, new
product development, divisional, and business development functions.
The Board has affirmatively determined that Dr. Carr-Brendel is an independent
director pursuant to the New York Stock Exchange listing standards. There are no
arrangements or understandings between Dr. Carr-Brendel and any other person
pursuant to which Dr. Carr-Brendel was appointed as a director. There are no
transactions to which the Company is a party and in which Dr. Carr-Brendel has a
material interest that are required to be disclosed under Item 404(a) of
Regulation S-K. Dr. Carr-Brendel has not previously held any positions with the
Company and has no family relations with any directors or executive officers of
the Company.
Dr. Carr-Brendel will be entitled to the standard compensation paid by the
Company to all of its nonemployee directors under the Company's Amended and
Restated Nonemployee Director Compensation Policy (pro-rated as applicable to
reflect the actual time Dr. Carr-Brendel will serve on the Board for the year).
Dr. Carr-Brendel entered into an indemnification agreement in the form the
Company has entered into with its other nonemployee directors, which form is
filed as Exhibit 10.12 to the Company's Current Report on Form 8-K, filed by the
Company on September 23, 2021 and is incorporated herein by reference.
A copy of the press release announcing Dr. Carr-Brendel's appointment to the
Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Resignation of Philip Liang from the Board of Directors
On January 19, 2023, Philip Liang, a member of the Board, notified the Company
that he is resigning from the Board, effective as of January 23, 2023. The
resignation of Mr. Liang was not a result of any disagreement with the Company
or due to any matter relating to the Company's operations, policies, or
practices.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated January 23, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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