ViewRay, Inc. appointed Paul Ziegler as new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Certain Directors and Officers

Prior to filing the Petitions, on July 15, 2023, Phillip M. Spencer and Gail Wilensky, Ph.D., advised the Board of Directors (the "Board") of the Company of their resignations from the Board, effective immediately. The resignations of Phillip M. Spencer and Gail Wilensky, Ph.D., from the Board did not result from a disagreement with the Company or any of its officers or other directors on any matters relating to the operations, policies or practices of the Company.

In addition, on July 15, 2023, prior to filing the Petitions, the employments of Scott Drake as Chief Executive Officer ("CEO"), Jake Signoriello as Interim Chief Financial Officer ("CFO") and Robert McCormack as Chief Legal Officer of the Company were terminated. Each of these terminations was treated as a termination without cause, entitling each of Messers. Drake, Signoriello and McCormack to their respective existing severance entitlements.


Appointment of Executive Officers

Prior to filing the Petitions, effective as of July 15, 2023, the Company appointed Paul Ziegler as CEO, Cassie Mahar, currently VP of Accounting and Corporate Controller, to serve as the Company's interim CFO, and Adam Podbelski as Senior Vice President ("SVP"), Commercial Operations of the Company. Effective as of July 15, 2023, the Board appointed Mr. Ziegler as a Class II director of the Company, with a term expiring at the Company's 2023 annual meeting of stockholders, to fill the vacancy resulting from Dr. Wilensky's departure. The Board also decreased the size of the Board from nine to seven directors. 

Mr. Ziegler, age 51, has been at the Company since 2019, most recently acting as Chief Commercial Officer. He has more than 19 years of experience in the medical device space. Prior to joining the Company, Mr. Ziegler served as Vice President of Sales for TransEnterix. His experience also includes more than nine years at Intuitive Surgical and roles at CardioVations and LabCorp. 

Ms. Mahar, age 37, has been at the Company since 2019. Ms. Mahar has over 6 years of medical device experience. Prior to joining the Company, Ms. Mahar held accounting and auditor roles at Cologix, Spectranetics, and Grant Thornton. 

Mr. Podbelski, age 44, has been at the Company since 2018, most recently acting as Senior Vice President of Global Customer Services. Mr. Podbelski has over 20 years of medical device experience. Prior to joining the Company, Mr. Podbelski held various leadership roles at Philips, Spectranetics and Medtronic.

There are no arrangements or understandings between the Company and the newly appointed executive officers and any other person or persons pursuant to which either executive officer was appointed as an executive officer or director of the Company and there is no family relationship between or among any director or executive officer of the Company and the newly appointed executive officers.

There are no transactions between the Company and the newly appointed executive officers that are reportable pursuant to Item 404(a) of Regulation S-K. 

Offer Letters 

In connection with Mr. Ziegler's appointment as CEO, the Company entered into an offer letter with Mr. Ziegler (the "Ziegler Offer Letter"), which provides for a starting annual base salary of $600,000. Mr. Ziegler will be eligible to receive an annual performance incentive bonus at a target level of 100% of his annual base salary, with a threshold of 50% and a maximum of 200% of the base salary, and prorated for 2023 based on his date of hire. Mr. Ziegler also receive a restricted stock unit ("RSU") grant of 1,200,000 shares under the terms and conditions set forth in the Company's 2015 Stock Incentive Plan (the "Plan"), which vests over a 2-year period. Mr. Ziegler's long-term cash incentive is $1,200,000, which will vest fully over the course of 36 months. The actual amount of payable will be determined based upon the extent to which individual and Company goals are achieved. 

Pursuant to the terms of the Ziegler Offer Letter, Mr. Ziegler's current Confidential Severance Agreement, dated March 14, 2023, remains in force. Effective January 1, 2024, Mr. Ziegler will move to a revised Severance Agreement which provides that, in the event Mr. Ziegler's employment is terminated due to a Qualifying Termination within the Covered Period related to a Change in Control ("Change in Control Event"), the Company will make a lump sum severance payment to Mr. Ziegler in an amount equal to the sum of: 200% of his base salary and his then current target annual bonus. In the event Mr. Ziegler's employment is terminated without cause or by Mr. Ziegler with good reason and is not due to a Change in Control Event, then the Company will make a lump sum severance payment to Mr. Ziegler in an amount equal to the sum of: 150% of his base salary and the pro-rata portion of his Annual Incentive Plan bonus, based on the date of separation during the then-current fiscal year.

In connection with Mr. Podbelski's appointment as SVP, Commercial Operations, the Company entered into an offer letter with Mr. Podbelski (the "Podbelski Offer Letter", together with the Ziegler Offer Letter, the "Offer Letters"), which provides for a starting annual base salary of $350,000. Mr. Podbelski will be eligible to receive an annual performance incentive bonus at a target level of 50% of his annual base salary, with a threshold of 50% and a maximum of 200% of the base salary, and prorated for 2023 based on his date of hire. Mr. Podbelski also receive a RSU grant of 350,000 shares under the Plan, which vests over a 2-year period. Mr. Podbelski's long-term cash incentive is $250,000, which will vest fully over the course of 36 months. The actual amount of payable will be determined based upon the extent to which individual and Company goals are achieved. 


There was no new compensatory arrangement entered into with Ms. Mahar in connection with serving as the interim CFO, and the terms of her existing employment with the Company will continue to apply.

The foregoing descriptions of the Offer Letters are only summaries and are qualified in their entirety by reference to the Offer Letters, copies of which are filed as Exhibit 10.2 and 10.3 hereto and are incorporated herein by reference.