Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 29, 2026, the Board of Directors (the “Board”) of Butterfly Network, Inc. (the “Company”) appointed Michael Noonen to the Board, effective on October 9, 2026 (the “Effective Date”). The Board also appointed Mr.…
Filed Oct 5, 2026Accepted Oct 5, 2026, 8:03 AM EDTCIK 1804176Accession 0001804176-26-000033
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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 September 29, 2026, the Board of Directors (the “Board”) of Butterfly Network, Inc. (the “Company”) appointed Michael Noonen to the Board, effective on October 9, 2026 (the “Effective Date”). The Board also appointed Mr. Noonen to serve on the Compensation Committee and the Technology Committee of the Board. Mr. Noonen will serve for a term to continue until the Company’s next annual meeting of stockholders. In connection with Mr. Noonen’s appointment, the size of the Board was increased to seven directors.
The Board has affirmatively determined that Mr. Noonen is an independent director pursuant to the New York Stock Exchange listing standards and those rules and regulations issued pursuant to the Securities Exchange Act of 1934, as amended. There are no arrangements or understandings between Mr. Noonen and any other person pursuant to which Mr. Noonen was appointed as a director. There are no transactions to which the Company is a party and in which Mr. Noonen has a material interest that are required to be disclosed under Item 404(a) of Regulation S-K. Mr. Noonen has not previously held any positions with the Company and has no family relationships with any directors or executive officers of the Company.
Mr. Noonen will be entitled to the standard compensation paid by the Company to all of its nonemployee directors under the Company’s Amended and Restated Nonemployee Director Compensation Policy (the “Nonemployee Director Compensation Policy”), as described under “Director Compensation” in the Company’s Definitive Proxy Statement filed on April 27, 2026 (the “Proxy Statement”), prorated as applicable to reflect the actual time Mr. Noonen will serve on the Board for the applicable quarter. Pursuant to the Nonemployee Director Compensation Policy, on the first business day after the Effective Date, the Company will grant to Mr. Noonen a number of restricted stock units (“RSUs”) having an aggregate fair market value equal to $300,000, determined by dividing (i) $300,000 by (ii) the closing price of the Company’s Class A common stock on the New York Stock Exchange on the date of the grant (rounded down to the nearest whole share). The RSUs will vest in equal annual installments over three years from the date of the grant, subject to Mr. Noonen’s continued service as a director on the applicable vesting dates.
Mr. Noonen will also enter into an indemnification agreement in the form the Company has entered into with its other nonemployee directors, as described in the Proxy Statement under “Indemnification Agreements with Officers and Directors and Directors’ and Officers’ Liability Insurance”.
A copy of the press release announcing the appointment of Mr. Noonen to the Board is attached hereto as Exhibit 99.1 and is incorporated by reference herein.