{"url_path":"/sec/esta/8-k/2026-06-29/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1688757/0001628280-26-045885-index.html","accession_number":"0001628280-26-045885","cik":"0001688757","ticker":"ESTA","issuer_name":"ESTABLISHMENT LABS HOLDINGS INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1688757/0001628280-26-045885-index.html","primary_entity_key":"0001688757","primary_entity_name":"ESTABLISHMENT LABS HOLDINGS INC."},"word_count":360,"has_tables":true,"body_markdown":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nAppointment of Director; Board Composition Changes\n\nOn June 24, 2026, the Board of Directors (the “Board”) of Establishment Labs Holdings Inc. (the “Company”) appointed Taylor Harris to the Board, effective immediately, to serve until the Company’s 2027 annual meeting of shareholders and until his successor is duly elected and qualified. In addition, the Board appointed Mr. Harris as a member of the Audit Committee and the Nominating and Corporate Governance Committee.\n\nIn connection with his service as a director, Mr. Harris will receive the Company’s standard non-employee director cash and equity compensation, which is described under the heading “Non-Employee Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on April 10, 2026. Effective April 24, 2026, the Board updated the non-employee director compensation policy to reflect an initial equity grant of $170,000 for new directors and a non-employee director annual grant of $170,000.\n\nThere is no arrangement or understanding between Mr. Harris and any other persons pursuant to which Mr. Harris was appointed as a director, and Mr. Harris has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.\n\nFollowing the appointment of Mr. Harris to the Audit Committee and the Nominating and Corporate Governance Committee, the composition of the committees are as follows. The Audit Committee shall consist of Ann Custin, Mr. Harris, and Bryan Slotkin, with Ms. Custin serving as chair. The Nominating and Corporate Governance Committee shall consist of Leslie Gillin, Mr. Harris, and Mr. Slotkin, with Ms. Gillin serving as chair. The Board determined that all of the members of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee currently satisfy the independence requirements and other established criteria of The Nasdaq Stock Market LLC.\n\nMr. Harris also executed the Company’s standard form of indemnification agreement, a copy of which has been filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2025."}