Hinge Health, Inc. (HNGE): President Daniel Perez appointed

Events in this filing

Item 5.02 as filed

Item 5.02. Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of James Pursley as President and Appointment as Class II Director
On October 29, 2026, James Pursley notified the Company of his intention to resign as President of the Company, effective January 1, 2027 (the “Resignation Date”). Mr. Pursley’s decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Pursley will assist with the transition of his responsibilities ahead of the Resignation Date. The Company is grateful for Mr. Pursley’s contributions to the Company.
On October 29, 2026, following a recommendation by the Nominating and Corporate Governance Committee of the Board of Directors of the Company (the “Board”), the Board increased its size from six to seven directors and appointed Mr. Pursley to serve as a member of the Board, in each case effective January 4, 2027. Starting January 4, 2027, Mr. Pursley will serve as a Class II director, with a term expiring at the Company’s annual meeting of stockholders to be held in 2027, and until Mr. Pursley’s successor shall have been duly elected and qualified, or until his earlier death, resignation, disqualification or removal. As of the time of the filing of this Form 8-K, the Board does not expect to appoint Mr. Pursley to any committees of the Board.
Mr. Pursley will be eligible to receive the annual cash retainer payable to non-employee directors under the Company’s Non-Employee Director Compensation Program (the “Director Compensation Program”). The Director Compensation Program was previously filed by the Company as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2026 (File No. 001-42657) and is incorporated herein by reference. Consistent with the Director Compensation Program, Mr. Pursley will receive an annual cash retainer of $40,000 for his service on the Board. Mr. Pursley has waived all equity compensation that would otherwise be payable to him under the Director Compensation Program, including the initial and annual awards of restricted stock units ("RSUs") until he ceases to provide services under the Advisor Agreement, as described below.
There is no arrangement or understanding between Mr. Pursley and any other persons pursuant to which Mr. Pursley was selected as a member of the Board. There are also no family relationships between Mr. Pursley and any director or executive officer of the Company and no transaction involving Mr. Pursley that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except with respect to the Advisor Agreement, described below. In connection with his appointment, and in accordance with the Company’s customary practice, the Company expects to enter into a new indemnification agreement with Mr. Pursley on its standard form. The form of indemnification agreement was previously filed by the Company as Exhibit 10.5 to the Company’s Registration Statement on Form S-1 filed with the SEC on April 7, 2025 (File No. 333-285682) and is incorporated herein by reference.
Entry into Advisor Agreement with James Pursley
On October 30, 2026, the Company and Mr. Pursley entered into an advisor agreement (the “Advisor Agreement”), effective January 4, 2027, pursuant to which Mr. Pursley will provide advisory services to the Company. Subject to approval by the Compensation Committee of the Board, Mr. Pursley will be entitled to a grant of 40,000 RSUs, vesting in sixteen (16) equal quarterly installments over the four (4) years following February 1, 2027, with the first installment vesting on May 1, 2027, subject to his continued services under the Advisor Agreement. The foregoing description of the Advisor Agreement does not purport to be complete and is qualified in its entirety by reference to the Advisor Agreement, which is filed as Exhibit 10.1 to this Form 8-K.
Appointment of Daniel Perez as President
In connection with Mr. Pursley’s resignation, on October 29, 2026, the Board appointed Daniel Perez, the Company’s Co-Founder and Chief Executive Officer, to also serve as President of the Company, effective as of the Resignation Date. Mr. Perez will continue to serve as Chief Executive Officer and as a member of the Board. Mr. Perez will not receive any additional compensation in connection with his appointment as President. Information regarding Mr. Perez’s existing compensatory arrangements with the Company is set forth under the heading “Executive Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 17, 2026, and is incorporated herein by reference.
Mr. Perez, age 41, is the Company’s co-founder and has served as its Chief Executive Officer and a member of the Board since October 2014. Prior to founding the Company, Mr. Perez was the co-founder and Chief Executive Officer of Oxbridge Biotech Roundtable, a global biotechnology research platform, from June 2011 to May 2016, and the co-founder and Chief Executive Officer of Marblar from January 2011 to September 2014. Mr. Perez holds a B.S. in Biology from Westminster University and attended a Ph.D. program in biochemistry at Oxford University.
There are no arrangements or understandings between Mr. Perez and any other person pursuant to which Mr. Perez was selected as President, and there are no family relationships between Mr. Perez and any director or executive officer of the Company. Information about Mr. Perez’s interest in transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Exchange Act is set forth under the heading “Certain Relationships and Related Party Transactions” in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 17, 2026, and is incorporated herein by reference. The Company has previously entered into an indemnification agreement with Mr. Perez on the Company’s standard form.