What changed in this filing

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Item 9A. Controls and Procedures

2025-02-18 compared with 2024-02-20 · 40 added, 63 removed, 163 unchanged (39% of the section changed)

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Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Internal control

over financial reporting is a process designed by, or under the supervision of, a company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

Internal control over financial reporting is a process designed by, or under the supervision of, a company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

generally accepted accounting principles.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Board of Directors and Stockholders

Tactile Systems Technology, Inc.

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During the quarter ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

Departure of Executive Officer

Because we are filing this Annual Report on Form 10-K within four business days after the triggering event, we are making the following disclosure under this Item 9B instead of filing a Current Report on Form 8-K under Item 5.02, Departure of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

On February 18, 2025, Sherri Ferstler, the Company’s Senior Vice President, Sales, ceased holding that position and was no longer an executive officer of the Company.

Due to the Company’s reorganization of its sales functions, Ms.

Ferstler’s role would have changed such that she has provided notice of her resignation for Good Reason (as defined in the Company’s Executive Employee Severance Plan (the “Severance Plan”)), with her last day of employment to be March 10, 2025.

As provided in the Severance Plan, assuming compliance with certain provisions thereof, including execution of an appropriate release, Ms.

Ferstler will receive the severance payments, benefits and equity vesting as set forth in Section IV of the Severance Plan as a qualifying severance event before a change in control.

The Severance Plan is incorporated by reference to this Annual Report on Form 10-K as Exhibit 10.25.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Officers and Corporate Governance .

Information About our Executive Officers

Daniel Reuvers , age 60, has served as our President and Chief Executive Officer, and as a member of our Board of Directors, since June 2020.

Previously, he was at Integra LifeSciences Holdings Corporation, where he has served as the Executive Vice President and President, Codman Specialty Surgical, since December 2016.

His responsibilities there included global sales, marketing, product development, quality and regulatory, and service and repair.

He joined Integra in 2008 as Vice President of Marketing & Product Development for the company’s surgical instrument business, and held a series of roles with progressively increased responsibility.

Among his accomplishments there, he led the $1B acquisition and integration of the Codman business from Johnson & Johnson.

Previously, he served as President of Advanced Respiratory and Omni-Tract Surgical, both resulting in acquisitions by Hill-Rom and Integra, respectively.

Reuvers currently serves on the board of Etac Group since October 2023, and previously served on the board of Respirtech, Inc.

for 10 years, until their acquisition by Philips in 2017.

Birkemeyer , age 49, has served as our Chief Financial Officer since joining the Company in March 2023.

Birkemeyer joined the Company from UnitedHealth Group Incorporated (“UnitedHealth”), where she had served as Chief Financial Officer, Optum Care Solutions, from May 2021 to March 2023.

Prior to that she held various other roles with UnitedHealth, including Chief Financial Officer, Rally Health from March 2020 to May 2021, Senior Vice President, Optum Corporate Finance from February 2017 to March 2020, and Vice President, Optum Operations Finance from July 2014 to February 2017.

Previously, Ms.

Birkemeyer held various positions with Best Buy Co., Inc., including Senior Director, Strategy and Business Planning, Senior Finance Director and Senior Finance Manager.

Birkemeyer has over 26 years of experience in finance, accounting, financial analysis, strategy and business planning.

Birkemeyer holds an M.B.A.

from Northwestern University 's Kellogg School of Management and a B.S.

in Economics from the University of Pennsylvania's Wharton School.

Burns , age 52, has served as our Senior Vice President, Marketing & Clinical Affairs since joining the company in March 2021.

Prior to joining our company, Ms.

Burns was the Chief Marketing Officer of Cala Health, Inc., a privately-held bioelectronic medicine company developing wearable neuromodulation therapies for chronic disease, from January 2017 until March 2021.

At Cala Health, she organized the company’s commercial functions and managed the U.S.

commercial introduction of its lead product.

Prior to joining Cala Health, Inc., Ms.

Burns served as Vice President of Solutions Marketing, ResMed Americas of ResMed Inc.

RMD), a global leader in digital health and cloud-connected medical devices focused on sleep apnea and other chronic diseases, from December 2003 to February 2016.

Burns held various marketing and leadership roles of increasing responsibility with ResMed Inc.

beginning in 2003.

At ResMed Inc., her responsibilities included managing marketing and legal due diligence teams and leading the collaboration between multiple teams following a significant market reorganization.

Burns previously served in consulting and business development roles of increasing responsibility at a privately-held cardiology consulting practice that was subsequently acquired by GE Medical Systems, from 1994 to 1999.

Ferstler , age 54, has served as our Senior Vice President of Sales since joining the company in July 2023.

Prior to joining Tactile Medical, Ms.

Ferstler served as Vice President Sales, North America for Johnson & Johnson Vision since 2016 (NYSE:

In this position, Ms.

Ferstler led the field & inside sales teams, strategic accounts & training functions selling Acuvue brand contact lenses across multiple channels.

Ferstler began her career in 1992 with Parke-Davis Pharmaceuticals where she served in a variety of sales, sales management and training and development roles.

She joined Pfizer in 2000, serving as a district sales manager for all branded pharmaceutical products until 2003, then as Director of Division Operations and as a regional manager for Pfizer’s Urology and Respiratory product portfolios.

From 2007 to 2016, Ms.

Ferstler led regional and national sales teams for Endo Pharmaceuticals, Bayer Diabetes Care and Mylan Pharmaceuticals.

Ferstler holds Bachelor of Arts in Psychology from the State University of New York College at Buffalo.

Corporate Governance

Executive Officers

Certain information with respect to executive officers of the Company appears in Part I.

Business under the heading "Information about Our Executive Officers.”

Code of Conduct

Our board of directors has adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees.

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Other Information

Additional information required by this Item 10 will be contained in our definitive proxy statement for our 2024 Annual Meeting of Stockholders (the “Definitive Proxy Statement”) and is incorporated herein by reference.

Additional information required by this Item 10 will be contained in our definitive proxy statement for our 2025 Annual Meeting of Stockholders (the “Definitive Proxy Statement”) under the captions “Proposal 1:

Election of Directors,” “Corporate Governance” and “Delinquent Section 16(a) Reports” and is incorporated herein by reference.

Executi ve Compensation.

The information required by this Item 11 will be contained in the Definitive Proxy Statement and is incorporated herein by reference.

The information required by this Item 11 will be contained in the Definitive Proxy Statement under the captions “Executive Compensation,” “CEO Pay Ratio,” “Director Compensation” and “Certain Relationships and Related Person Transactions” and is incorporated herein by reference.

Security Ownership of Certain Beneficial Own ers and Management and Related Stockholder Matters.

The information required by this Item 12 will be contained in the Definitive Proxy Statement and is incorporated herein by reference.

The information required by this Item 12 will be contained in the Definitive Proxy Statement under the captions “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management” and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence.

The information required by this Item 13 will be contained in the Definitive Proxy Statement and is incorporated herein by reference.

The information required by this Item 13 will be contained in the Definitive Proxy Statement under the captions “Certain Relationships and Related Person Transactions” and “Corporate Governance” and is incorporated herein by reference.

Principal Accou ntant Fees and Services.

The information required by this Item 14 will be contained in the Definitive Proxy Statement and is incorporated herein by reference.

The information required by this Item 14 will be contained in the Definitive Proxy Statement under the caption “Audit Matters” and is incorporated herein by reference.

Exhibits, Financial Statement Schedules.

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(f/k/a International Biophysics Corporation)

Amended and Restated Certificate of Incorporation, as amended through May 9, 2019

Amended and Restated Certificate of Incorporation, conformed version reflecting all amendments through May 8, 2024

Amended and Restated Bylaws, effective D ecember 19, 2022

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Tactile Systems Technology, Inc.

Executive Employee Severance Plan

Executive Employee Severance Plan, Amended and Restated as of October 15, 2024

Form of Confidentiality, Assignment of Intellectual Property and Restrictive Covenants Agreement

Offer letter between Daniel L.

Reuvers and Tactile Systems Technology, Inc.

dated May 20, 2020

Transition and Consulting Agreement, dated as of January 10, 2020, by and between Gerald R.

Mattys and Tactile Systems Technology, Inc.

Offer letter between Eric Pauls and Tactile Systems Technology, Inc.

dated April 19, 2021

Offer letter between Kristie Burns and Tactile Systems Technology, Inc.

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O ffer letter between Sherri Ferstler and Tactile Systems Technology, Inc., dated as of July 18, 2023

Offer letter between Sheri L.

Dodd and Tactile Systems Technology, Inc., dated April 23, 2024

Form of Confidentiality, Assignment of Intellectual Property and Restrictive Covenants Agreement

Transition Letter Agreement between Daniel L.

Reuvers and Tactile Systems Technology, Inc.

dated April 23, 2024

Clarification Letter between Daniel L.

Reuvers and Tactile Systems Technology, Inc., dated June 20, 2024

Credit Agreement, dated as of August 3, 2018, by and among Tactile Systems Technology, Inc., the lenders from time to time party thereto and Wells Fargo Bank, National Association

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Fourth Amendment Agreement, dated as of August 1, 2023, among Tactile Systems Technology, Inc., the lenders signatory thereto and Wells Fargo Bank, National Association, as administrative agent

Fifth Amendment Agreement, dated as of November 1, 2024, among Tactile Systems Technology, Inc., the lenders signatory thereto and Wells Fargo Bank, National Association, as administrative agent

Tactile Systems Technology, Inc.

Insider Trading Policy

Consent of Grant Thornton LLP

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(i) Balance Sheets, (ii) Statements of Operations, (iii) Statements of Stockholders’ Equity, (iv) Statements of Cash Flows, and (v) Notes to the Financial Statements;

and for the information set forth in Part II, Item 9B.

and for the information set forth in Part I, Item 1C and under “Trading Arrangements” in Part II, Item 9B.

Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.1)

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February 18, 2025

/s/ Daniel L.

Chief Executive Officer

(Principal executive officer)

Each of the undersigned hereby appoints Daniel L.

Reuvers and Elaine M.

Each of the undersigned hereby appoints Sheri L.

Dodd and Elaine M.

Birkemeyer, and each of them (with full power to act alone), as attorneys and agents for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, any and all amendments and exhibits to this annual report on Form 10-K and any and all applications, instruments and other documents to be filed with the Securities and Exchange Commission pertaining to this annual report on Form 10-K or any amendments thereto, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 18, 2025.

/s/ Daniel L.

Chief Executive Officer (principal executive officer) and Director

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/s/ Raymond O.

/s/ Daniel L.

/s/ Carmen B.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures