Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 2, 2025, the board of directors (the “Board”) of Strata Critical Medical, Inc. (the “Company”) expanded the size of the Board from eight directors to nine directors and appointed William L.…
Filed Dec 3, 2025Accepted Dec 3, 2025, 5:18 PM ESTCIK 1779128Accession 0001104659-25-118180
Strata is a time-critical logistics and medical services provider to the U.S. healthcare industry. We operate one of the nation’s largest air transport and surgical services networks for transplant hospitals and organ procurement organizations, offering an integrated “one call” solution for donor organ recovery. Strata’s core services include air and ground logistics, surgical organ recovery, organ placement and normothermic regional perfusion for the transplant industry, as well as perfusion staffing and equipment solutions for cardiovascular surgery centers, offered under the Trinity Medical Solutions and Keystone Perfusion brands.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 2, 2025, the board of directors (the
“Board”) of Strata Critical Medical, Inc. (the “Company”) expanded the size of the Board from eight directors
to nine directors and appointed William L. Cook, III to serve as a Class I director, effective immediately, with a term expiring at the
Company’s 2027 annual meeting of stockholders. The Board determined Mr. Cook to be deemed independent under the applicable rules
and regulations of the Nasdaq Capital Market and the Corporate Governance Guidelines of the Company. In addition, the Board appointed
Mr. Cook to serve on the Compensation Committee and the Nominating and Corporate Governance Committee of the Board, in each case effective
upon his appointment to the Board.
There are no arrangements or understandings between
Mr. Cook and any other person pursuant to which he was selected to serve as a member of the Board and there are no transactions in which
Mr. Cook has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K promulgated
under the Securities Exchange Act of 1934, as amended.
Mr. Cook was granted 33,157 restricted stock units
that will become fully vested on the date of the Company’s 2027 annual meeting of stockholders as an initial grant and will otherwise
be compensated in accordance with the Company’s previously disclosed compensation policies and practices for its non-employee directors
(pro-rated based on start date). The Company also intends to enter into its standard form of indemnification agreement with Mr. Cook.
No family relationships exist between Mr. Cook and any of the Company’s other directors or executive officers.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On December 3, 2025, the Company issued a press
release announcing the appointment of Mr. Cook to the Board. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated
herein by reference.
The information in this Item 7.01, including the
corresponding Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall
not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except as shall be expressly
set forth by specific reference in such filing.
Filed exhibits (1)
EX-99.1 (by filename) tm2532670d1_ex99-1.htm
EX-99.1
2
tm2532670d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Strata Critical Medical, Inc. Appoints Will
Cook to Board of Directors
New York, New York December 3, 2025 --
The Board of Directors (the “Board”) of Strata Critical Medical, Inc. (“Strata” or the “Company”),
a leading provider of logistics and medical services in the organ transplant industry, today announced the appointment of Will Cook to
the Board, effective December 2, 2025. Mr. Cook has also been appointed to the Compensation and Nominating and Corporate Governance Committees.
Mr. Cook is the President and Chief Executive
Officer of Vail Health, a nonprofit community health care system headquartered in Vail, Colorado.
“We are very excited to welcome Will Cook
to our board of directors,” said Melissa Tomkiel, Strata’s Co-Chief Executive Officer. “Will’s extensive experience
in health care will be invaluable to us as we scale our end-to-end organ recovery and logistics platform throughout the country.”
“Will’s deep relationships within,
and knowledge of the healthcare industry will be an incredible resource to us as we pursue our mission to increase the number of organs
for transplant and explore other avenues …
