Procept Biorobotics Corporation
10/02/2026 | Press release | Distributed by Public on 10/02/2026 14:47
Management Change/Compensation (Form 8-K)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 2, 2026, the board of directors (the "Board") of PROCEPT BioRobotics Corporation (the "Company") approved (i) an increase in the size of the Board from nine members to ten members, (ii) appointed Dr. Michael Mack as a new member of the Board to fill the resulting vacancy, effective immediately.
Dr. Mack was classified as a Class II director, and his initial term will expire at the Company's 2029 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 Dr. Mack 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.
Dr. Mack is a cardiac surgeon who has practiced in Dallas, Texas since 1982 and is board-certified in internal medicine, general surgery and thoracic surgery. He currently serves as Chairman of the Board of the Baylor Scott & White Research Institute and Associate Academic Officer of Baylor Scott & White Health. Dr. Mack also serves as Chair of the American Board of Thoracic Surgery, Co-Chair of the FDA Heart Valve Collaboratory, Senior Vice Chair of the National Institutes of Health's Cardiothoracic Surgical Trials Network, and a consultant to the Mussallem Congenital Heart Disease Alliance. His prior leadership roles include serving as President of the Society of Thoracic Surgeons in 2011, President of the Thoracic Surgery Foundation for Research and Education from 2009 to 2011, President of the Southern Thoracic Surgical Association in 2009 and President of the International Society for Minimally Invasive Cardiothoracic Surgery in 2000. Dr. Mack has more than 1,100 peer-reviewed publications. He earned his medical degree from Saint Louis University and completed residencies in internal medicine at the University of Minnesota and in general surgery and thoracic surgery at the University of Texas Southwestern Medical Center.
Dr. Mack 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 the SEC on April 22, 2026 and in accordance with the Non-Employee Director Compensation Program. Dr. Mack 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 Dr. Mack and any other persons pursuant to which he was appointed as a director. Furthermore, there are no transactions in which Dr. Mack has an interest that would be required to be reported under Item 404(a) of Regulation S-K.
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