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 4, 2026, the board of directors of Tactile Systems Technology, Inc. (the “Company”) elected Andrea A. Pearson to serve as a member of the board and fixed the size of the board at nine directors, all effective as of March 9, 2026. Ms. Pearson was also appointed to serve as a member of the Compliance and Reimbursement Committee and of the Nominating and Corporate Governance Committee of the board.
Since 2024, Ms. Pearson has served as a strategic advisor and fractional Chief Marketing Officer/Chief Growth Officer for human and animal healthcare companies, including her role as Growth Advisor and Chief Marketing Officer at Harbor Health, a healthcare organization that integrates clinical care with health insurance coverage, from April 2024 to January 2026. Prior to that, Ms. Pearson served as Chief Growth Officer at DispatchHealth, a leader in at-home, hospital-level care, from October 2019 to March 2024 and as Chief Marketing Officer at DispatchHealth from January 2018 to October 2019. Previously, Ms. Pearson served in executive roles at Healthgrades from 2008 to 2017, including Executive Vice President and Chief Marketing Officer and Executive Vice President and General Manager of Consumer Products. Ms. Pearson served as General Manager of MapQuest.com from 2002 to 2007.
For her service on the board, Ms. Pearson will be compensated in accordance with the Company’s non-employee director compensation policy. Ms. Pearson will be granted restricted stock units (“RSUs”) with a value of a pro rata portion of $155,000, such pro rata portion based on the number of days Ms. Pearson will serve until the next annual meeting of stockholders as compared to the number of days between that annual meeting and the immediately preceding annual meeting of stockholders, calculated by dividing the pro rata portion of $155,000 by the closing sale price per share of the Company’s common stock on the Nasdaq Global Market on the date of grant. These RSUs will be granted on March 9, 2026, and will vest in a single installment on the date of the Company’s 2026 annual meeting of stockholders, subject to the condition that Ms. Pearson remain a director as of that date.
In addition, Ms. Pearson will receive an annual cash retainer of $50,000 per year for her service on the board, a cash retainer of $5,000 per year for her service as a member of the Compliance and Reimbursement Committee, and a cash retainer of $5,000 per year for her service as a member of the Nominating and Corporate Governance Committee, each prorated for her first year of service. Non-employee directors may elect to receive between 10% and 100% of their aggregate annual cash retainers in the form of RSUs, with the number of RSUs calculated by dividing the amount of the retainer payable on a certain date by the closing sale price per share of the Company’s common stock on the date of grant. The Company also reimburses its directors for their reasonable out-of-pocket expenses incurred in connection with attending board and committee meetings.
| Item 7.01. | Regulation FD Disclosure |
On March 9, 2026, the Company issued a press release in connection with Ms. Pearson’s appointment to the board. Attached hereto as Exhibit 99.1 is a copy of the press release. In accordance with General Instruction B.2 of Form 8-K, the information in this report under this heading, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release dated March 9, 2026 | |
| 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.
| TACTILE SYSTEMS TECHNOLOGY, INC. | ||
| Date: March 9, 2026 | By: | /s/ Elaine M. Birkemeyer |
| Elaine M. Birkemeyer | ||
| Chief Financial Officer | ||