Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Appointment of
Effective
Care, Inc.
director on the Board, with a term that expires at the Annual Meeting of
Stockholders of the Company to be held in 2023 or until his earlier resignation
or removal. The Board has approved
Committee. The Board has affirmatively determined that
“independent director” under the Nasdaq Listing Rules.
chain.
home care operations. Prior to joining
Head of Health Strategic Initiatives at Apple from
he developed and led product initiatives and global strategic partnerships.
Earlier in his career,
Strategy and Corporate Finance Practice as well as Co-Leader of the Healthcare
Investor Practice at
School
from
The Board believes
executive developing and leading global and strategic initiatives and
partnerships, while maximizing the value of data and using analytics to drive
enhanced customer experiences and better clinical outcomes, brings to the Board
critical skills related to advancing the Company’s ecosystem of data-driven
products and services, which qualify him to serve as one of the Company’s
directors.
In
will be eligible to participate in the director compensation plans and
arrangements available to the Company’s other independent directors. The
Company’s director compensation program is described under the caption “Director
Compensation” in the Company’s proxy statement for its 2022 Annual Meeting of
Stockholders filed with the
2022
standard form indemnification agreement.
Other than the aforementioned items, there are no arrangements or understandings
between
director. There are no family relationships between
executive officer of the Company, and
interest in any “related party” transaction required to be disclosed pursuant to
Item 404(a) of Regulation S-K
(d) Appointment of Joao Malagueira as Director
Effective
directors to ten directors in accordance with the Company’s Amended and Restated
Bylaws, and elected Joao Malagueira, age 56, to serve as a Class I director on
the Board, with a term that expires at the Annual Meeting of Stockholders of the
Company to be held in 2023 or until his earlier resignation or removal. The
Board has approved Mr. Malagueira’s appointment to the Audit Committee. The
Board has affirmatively determined that Mr. Malagueira qualifies as an
“independent director” under the Nasdaq Listing Rules.
Mr. Malagueira brings more than 25 years of experience in diabetes, medical
devices and diagnostics solutions businesses with global corporations. Mr.
Malagueira is currently Vice President for three divisions at Hologic and
responsible for the entire portfolio in the EMEA. Prior to starting this role in
for the Hologic Diagnostics Solutions division, from
He possesses extensive experience and proven success of go-to-market models and
strategies in
Malagueira enjoyed more than 15 years in Johnson & Johnson, in commercial
leading roles across EMEA, where he led successful turnarounds and market share
growth of the diabetes solutions businesses,
holds an MBA and an Advanced Degree in Marketing from
Business and Economics
Analysis from
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The Board believes Mr. Malagueira’s experience in diabetes and medical devices
across global organizations with extensive knowledge of international
go-to-market models and strategies brings to the Board critical skills related
to advancing the Company’s global reach and expansion of its global technology
offerings, which qualifies him to serve as one of the Company’s directors.
In Mr. Malagueira’s role as director and as a member of the Audit Committee he
will be eligible to participate in the director compensation plans and
arrangements available to the Company’s other independent directors. The
Company’s director compensation program is described under the caption “Director
Compensation” in the Company’s proxy statement for its 2022 Annual Meeting of
Stockholders filed with the
2022
standard form indemnification agreement.
Other than the aforementioned items, there are no arrangements or understandings
between Mr. Malagueira and any other person pursuant to which Mr. Malagueira was
elected as a director. There are no family relationships between Mr. Malagueira
and any director or executive officer of the Company, and Mr. Malagueira has no
direct or indirect material interest in any “related party” transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Number Description
99.1 Press release of Tandem Diabetes Care, Inc. dated June 16, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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