UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 26, 2025, the Board of Directors (the “Board”) of Beta Bionics, Inc. (the “Company”), upon recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Gerard Michel as a Class III director of the Company, with a term of office expiring at the 2028 annual meeting of stockholders. There are no arrangements or understandings between Mr. Michel and any other person pursuant to which he was selected as a director. In addition, there are no transactions in which Mr. Michel has an interest that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Michel has served as Chief Executive Officer and a director at Delcath Systems, Inc., a commercial-stage interventional oncology company, since October 2020. From June 2014 to September 2020, he served as Chief Financial Officer at Vericel Corporation, a biopharmaceutical company. Mr. Michel also served as Chief Financial Officer and Vice President, Corporate Development at Biodel, Inc. from November 2007 to May 2014, and Chief Financial Officer and Vice President of Corporate Development at NPS Pharmaceuticals Inc. from August 2002 to November 2007. Previously, Mr. Michel was a Principal at Booz Allen and held a variety of commercial roles at both Lederle Labs and Wyeth Labs. Mr. Michel holds an M.S. in Microbiology from the University of Rochester School of Medicine, an M.B.A. from the Simon School of Business, and a B.S. in both Biology and Geology from the University of Rochester.
Pursuant to the Company’s Non-Employee Director Compensation Policy (the “Compensation Policy”), Mr. Michel (i) will receive an annual cash retainer of $50,000 for service on the Board and (ii) was granted on the date of his appointment an award of 12,547 restricted stock units representing the right to receive an issuance of shares of the Company’s common stock (“RSUs”), which vest in full on the one-year anniversary of the date of his appointment, subject to Mr. Michel’s continuous service (as defined in the Company’s 2025 Equity Incentive Plan (the “Plan”)) on such vesting date. The Compensation Policy also provides for further automatic grants of RSUs with an aggregate grant date value of $165,000 on the date of each annual meeting of stockholders, which vest in full on either the one-year anniversary of the date of grant or the day immediately preceding the next annual stockholder meeting, subject to Mr. Michel’s continuous service through such vesting date. Each of the RSU grants described above will vest in full upon a change in control (as defined in the Plan). The above referenced compensation is subject to the annual compensation limits for non-employee directors set forth in the Compensation Policy. Mr. Michel has also entered into the Company’s standard form of Indemnification Agreement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Beta Bionics, Inc. | ||
| By: | /s/ Sean Saint | |
| Sean Saint | ||
| President and Chief Executive Officer | ||
Dated: March 27, 2025