Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 5, 2026, the board of directors (the "Board") of PROCEPT BioRobotics Corporation (the "Company") approved (i) an increase in the size of the Board from eight members to nine members, (ii) appointed Mr. Daniel Puckett as a new member of the Board to fill the resulting vacancy, and (iii) appointed Mr. Puckett as a member of the Audit Committee of the Board, with such appointment effective immediately.
Mr. Puckett was classified as a Class III director, and his initial term will expire at the Company's 2027 annual meeting of stockholders and until his successor has been elected and qualified, or until his earlier death, resignation or removal. The Board has determined that Mr. Puckett is an "independent director" as defined under the applicable rules and regulations of the Securities and Exchange Commission ("SEC") and the listing requirements and rules of the Nasdaq stock market, and, accordingly, determined he is qualified to serve on the Audit Committee of the Board.
Mr. Puckett previously served as Chief Financial Officer of Shockwave Medical, Inc., a leading medical device company that develops treatments for cardiovascular disease, from April 2016 until his retirement in February 2024. Prior to Shockwave Medical, he served as Chief Financial Officer of Counsyl, Inc., from June 2015 to April 2016 and as Chief Financial Officer of Ariosa Diagnostics, Inc. from 2011 to June 2015. Earlier in his career, Mr. Puckett held senior finance and operations roles at Forest Laboratories, Inc. and its subsidiary Cerexa, Inc., as well as at Affymetrix, Inc. and AOL Inc. He received an M.B.A. from the University of San Francisco and a B.A. in Accounting from Washington State University.
Mr. Puckett will be compensated in a manner consistent with the Company's other non-employee directors, as described under the heading "Non-Employee Director Compensation" in the Company's definitive proxy statement filed with theSEC on April 25, 2025 and in accordance with the Non-Employee Director Compensation Program. Mr.Puckett will also enter into the Company's standard director and officer indemnification and advancement agreement, the form of which was filed by the Company as Exhibit 10.5 to the Amendment to Company's registration statement on Form S-1/A (File No. 333-258898), filed with the SEC on September 8, 2021. There are no arrangements or understandings between Mr. Puckett and any other persons pursuant to which he was appointed as a director. Furthermore, there are no transactions in which Mr. Puckett has an interest that would be required to be reported under Item 404(a) of Regulation S-K.