RMED Ra Medical Systems Inc

PROXY STATEMENT

For the 2023 Annual Meeting of Stockholders

To be held on July 11, 2023

The information provided in the “Questions and Answers” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read the entire proxy statement carefully.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND ANNUAL MEETING

Where can I access the proxy materials?

Pursuant to the rules of the U.S. Securities and Exchange Commission, we have provided access to our proxy materials over the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) has been sent to our stockholders of record and beneficial owners as of the record date, May 17, 2023. Instructions on how to access the proxy materials over the Internet or to request a printed copy by mail may be found in the Internet Notice.

By accessing the proxy materials on the Internet or choosing to receive your future proxy materials by email, you will save us the cost of printing and mailing documents to you and will reduce the impact of the Annual Meeting on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials. If you choose to receive future proxy materials by mail, you will receive a paper copy of those materials, including a form of proxy. Your election to receive proxy materials by mail or email will remain in effect until you notify us that you are terminating your request.

Stockholders are invited to attend the Annual Meeting and are requested to vote on the items of business described in this proxy statement. This proxy statement, the accompanying materials and our 2022 annual report are being mailed on or about May 25, 2023, to all stockholders entitled to vote at the Annual Meeting. A copy of our proxy statement and our 2022 annual report are posted on www.viewproxy.com/RMED/2023, and are also available from the SEC on its website at www.sec.gov.

What is a proxy?

A proxy is your legal designation of another person to vote the stock you own. The person you designate is your “proxy,” and you give the proxy authority to vote your shares by submitting the enclosed proxy card, or if available, voting by telephone or over the Internet. We have designated David Jenkins and Steve Passey, or either of them, to serve as proxies for the Annual Meeting.

What am I voting on?

You are being asked to vote on three proposals:

We will also transact any other business that properly comes before the Annual Meeting.

What if other matters are properly brought before the Annual Meeting?

As of the date of this proxy statement, we are not aware of any other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons named as proxies will be authorized to vote or otherwise act on those matters in accordance with their judgment. If for any reason a director nominee is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate as may be nominated by our board of directors.

How does the board of directors recommend that I vote?

Our board of directors recommends that you vote your shares:

Who may vote at the Annual Meeting?

Only stockholders of record as of the close of business on May 17, 2023, the record date for the Annual Meeting, or the record date, are entitled to vote at the Annual Meeting. As of the record date, there were 5,367,674 shares of our common stock issued and outstanding, held by 89 holders of record. We do not have cumulative voting rights for the election of directors.

You are invited to attend and vote your shares at the Annual Meeting live via webcast so long as you register to attend the Annual Meeting at www.viewproxy.com/RMED/2023 by 5:00 p.m. Pacific time on July 10, 2023 (the “Registration Deadline”). You will be asked to provide the control number located inside the shaded gray box on your proxy card (the “Control Number”) as described in the proxy card. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the Annual Meeting, will be emailed to you.

Stockholder of Record: Shares Registered in Your Name. If, at the close of business on the record date for the Annual Meeting, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote live via the internet at the Annual Meeting. You may also vote on the internet, by mail, or by telephone as described below under the heading “How can I vote my shares?” and on your proxy card.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank, or Other Nominee. If, at the close of business on the record date for the Annual Meeting, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, or other nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account by following the voting instructions your broker, bank or other nominee provides. You are also invited to attend the Annual Meeting live via webcast, and you must pre-register at www.viewproxy.com/RMED/2023. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you obtain a valid proxy from your broker, bank or other nominee.

How can I vote my shares?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote in one of the following ways:

Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee

If you are a beneficial owner of shares held of record by a broker, bank or other nominee, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares. Beneficial owners of shares should generally be able to vote by returning the voting instruction card, or by telephone or via the Internet. However, the availability of telephone or Internet voting will depend on the voting process of your broker, bank, or other nominee. As discussed above, if you are a beneficial owner, you may not vote your shares live via the internet at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting.

Can I change my vote or revoke my proxy?

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you can change your vote or revoke your proxy at any time before the Annual Meeting by:

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you are the beneficial owner of your shares, you must contact the broker, bank or other nominee holding your shares and follow their instructions to change your vote or revoke your proxy.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our board of directors. The persons named in the proxy, David Jenkins, our Executive Chairman of the Board and Interim Chief Executive Officer, and Steven Passey, our Chief Financial Officer, or either of them, have been designated as proxies for the Annual Meeting by our board of directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instruction of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors as described above and, if any other matters are properly brought before the Annual Meeting, the shares will be voted in accordance with the proxies’ judgment.

What shares can I vote?

Each share of our common stock issued and outstanding as of the close of business on May 17, 2023, the record date for the Annual Meeting, is entitled to vote on all items being considered at the Annual Meeting. You may vote all shares owned by you as of the record date, including (i) shares held directly in your name as the stockholder of record and (ii) shares held for you as the beneficial owner in street name through a broker, bank, trustee, or other nominee. On the record date, we had 5,367,674 shares of common stock issued and outstanding.

How many votes do I have?

On each matter to be voted upon at the Annual Meeting, each stockholder will be entitled to one vote for each share of our common stock held by them on the record date.

What is the quorum requirement for the Annual Meeting?

A quorum is the minimum number of shares required to be present or represented at the Annual Meeting for the meeting to be properly held under our bylaws and Delaware law. Holders of one-third of the voting power of our issued and outstanding common stock and entitled to vote at the Annual Meeting must be present in person or represented by proxy to hold and transact business at the Annual Meeting. On the record date, there were 5,367,674 shares outstanding and entitled to vote. Thus, the holders of at least 1,789,225 shares must be present in person or represented by proxy at the Annual Meeting to have a quorum.

Abstentions, “WITHHOLD” votes, and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. If there is no quorum, the chairman of the meeting or the holders of a majority of the voting power present in person or represented by proxy at the Annual Meeting and entitled to vote at the Annual Meeting may adjourn the meeting to another date.

What are broker non-votes?

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker holding the shares as to how to vote on matters deemed “non-routine” and there is at least one “routine” matter to be voted upon at the meeting. Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker holding the shares. If the beneficial owner does not provide voting instructions, the broker can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. In the event that a broker votes shares on the “routine” matters, but does not vote shares on the “non-routine” matters, those shares will be treated as broker non-votes with respect to the “non-routine” proposals. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals; however, because we do not have any “routine” matters on the ballot, we do not anticipate receiving any broker non-votes.

What matters are considered “routine” and “non-routine”?

All proposals (Proposal Nos. 1, 2 and 3) are considered “non-routine.”

What are the effects of abstentions and broker non-votes?

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If a stockholder indicates on its proxy card that it wishes to abstain from voting its shares, or if a broker, bank or other nominee holding its customers’ shares of record causes abstentions to be recorded for shares, these shares will be considered present and entitled to vote at the Annual Meeting. As a result, abstentions will be counted for purposes of determining the presence or absence of a quorum but will not count as votes against a proposal in cases where approval of the proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy at the annual meeting and casting votes affirmatively or negatively on the subject matter (e.g., Proposal No.  3).  Because Proposal No. 1 (approval of the amendment to our amended and restated certificate of incorporation) requires the affirmative vote of 66 2/3% of all outstanding shares of our common stock as of the record date, abstentions will have the effect of a vote against Proposal No. 1.  With respect to Proposal No. 2 (election of directors), directors will be elected by a plurality vote, and stockholders will only be able to vote For or Withhold with respect to each director.  As a result, there will be no abstentions with respect to Proposal No. 2; however, if a signed proxy is returned without a choice of For or Withhold with respect to either or both nominees for director, the proxies intend to vote For the nominees for director.

Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting but will not be counted for purposes of determining the number of votes cast. Therefore, a broker non-vote will make a quorum more readily attainable but will not otherwise affect the outcome of the vote on Proposal No. 2 or Proposal No. 3; however, broker non-votes would have the effect of a vote against Proposal No. 1.  Because we do not have any “routine” matters on the ballot, we do not anticipate receiving any broker non-votes.

What is the voting requirement to approve each of the proposals?

Proposal No. 1: Amendment of our amended and restated certificate of incorporation, as amended, to declassify our Board of Directors.

The amendment of our amended and restated certificate of incorporation, as amended, to declassify our Board of Directors requires the affirmative vote of 66 2/3% of the shares of our Common Stock issued and outstanding as of the record date to be approved. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions and broker non-votes will count towards the quorum requirement for the Annual Meeting and will have the same effect as a vote against the proposal.

Proposal No. 2: Election of two nominees for director named in this proxy statement.

The election of directors requires a plurality of the voting power of shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the one (1) nominee for Class I director receiving the highest number of “FOR” votes will be elected as a Class I director, and the one (1) nominee for Class II director receiving the highest number of “FOR” votes will be elected as a Class II director; provided, however that if Proposal No. 1 passes, the Board is expected to be declassified, and in that event each nominee will be elected as a director for a one-year term.   You may vote (i) “FOR” each nominee, or (ii) “WITHHOLD” your vote as to any nominee. Any shares not voted “FOR” a particular nominee (whether as a result of voting withheld or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. Because the outcome of this proposal will be determined by a plurality vote, shares voted “WITHHOLD” will have no impact on the outcome of this proposal but will count towards the quorum requirement for the Annual Meeting. 

If a signed proxy is returned without a choice of For or Withhold with respect to either or both nominees for director, the proxies intend to vote For the nominees for director.

Proposal No. 3: Approval of the 2023 Equity Incentive Plan

The approval of the 2023 Equity Incentive Plan requires the affirmative vote of a majority of the shares of our Common Stock present in person or represented by proxy at the annual meeting and casting votes affirmatively or negatively thereon to be approved. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions are not included in the tabulation of voting results on this proposal but will count towards the quorum requirement for the Annual Meeting.  Because they are not votes cast affirmatively or negatively, abstentions will have no effect on the outcome of the vote on the proposal. Broker non-votes are not included in the tabulation of voting results on this proposal and will not affect the outcome of voting on this proposal, although they will be counted towards the quorum requirement for the Annual Meeting.

Who will count the votes?

A representative of Alliance Advisors, LLC. will tabulate the votes and act as inspector of elections.

What if I do not specify how my shares are to be voted or fail to provide timely directions to my broker, bank or other nominee?

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record and you submit a proxy but you do not provide voting instructions, your shares will be voted:

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Nominee. Brokers, banks and other nominees holding shares of common stock in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker, bank or other nominee will not have discretion to vote your shares on Proposal Nos. 1, 2 or 3.

How can I contact Ra Medical Systems’ transfer agent?

You may contact our transfer agent by writing American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, New York 11219. You may also contact our transfer agent via email at help@astfinancial.com or by telephone at (800) 937-5449.

How can I attend the Annual Meeting?

We will host the Annual Meeting live via internet webcast. You will not be able to attend the Annual Meeting in person. Prior registration to attend the Annual Meeting at www.viewproxy.com/RMED/2023 is required by 5:00 p.m. Pacific time on July 10, 2023. A summary of the information you need in order to attend the Annual Meeting online is provided below:

Stockholder of Record: Shares Registered in Your Name. If you were a stockholder of record at the close of business on the record date, follow the instructions regarding how to demonstrate proof of stock ownership posted at www.viewproxy.com/RMED/2023.

Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you were a beneficial owner at the close of business on the record date, you may not vote your shares live via internet at the Annual Meeting unless you obtain a “legal proxy” from your broker, bank or other nominee who is the stockholder of record with respect to your shares. You may still attend the Annual Meeting even if you do not have a legal proxy. Instructions regarding how to demonstrate proof of stock ownership, are posted at www.viewproxy.com/RMED/2023.

How are proxies solicited for the Annual Meeting and who is paying for such solicitation?

Our board of directors is soliciting proxies for use at the Annual Meeting by means of the proxy materials. We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. Copies of solicitation materials will also be made available upon request to brokers, banks and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communication, or other means by our directors, officers or employees. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation. We do not plan to retain a proxy solicitor to assist in the solicitation of proxies.

If you choose to access the proxy materials and/or vote over the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur.

Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K filed with the SEC within four (4) business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four (4) business days after the Annual Meeting, we will file a Current Report on Form 8-K to publish preliminary results and, within four (4) business days after final results are known, file an additional Current Report on Form 8-K to publish the final results.

I share an address with another stockholder, and we received only one printed copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted an SEC-approved procedure called “householding,” under which we can deliver a single copy of the proxy materials and annual report to multiple stockholders who share the same address unless we receive contrary instructions from one or more of the stockholders. This procedure reduces our printing and mailing costs. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will undertake to deliver promptly a separate copy of the proxy materials and annual report to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of next year’s proxy materials and annual report, you may contact us as follows:

Ra Medical Systems, Inc.

Attention: Corporate Secretary

1670 Highway 160 West Suite 205

Fort Mill, SC 29708

(973) 691-2000

Stockholders who hold shares in street name may contact their brokerage firm, bank, broker-dealer or other nominee to request information about householding.

Is there a list of stockholders entitled to vote at the Annual Meeting?

The names of stockholders of record entitled to vote at the Annual Meeting will be available from our corporate secretary for ten days prior to the meeting for any purpose germane to the meeting, between the hours of 9:00 a.m. and 4:30 p.m., Eastern time, at our corporate headquarters located at 1670 Highway 160 West Suite 205, Fort Mill, SC 29708, and during the meeting at www.viewproxy.com/RMED/2023.

When are stockholder proposals due for next year’s Annual Meeting?

Please see the section entitled “Proposals of Stockholders for 2024 Annual Meeting” in this proxy statement for more information regarding the deadlines for the submission of stockholder proposals for our 2024 annual meeting.

What are the implications of being an “emerging growth company”?

We are an “emerging growth company” under applicable federal securities laws and therefore permitted to take advantage of certain reduced public company reporting requirements. As an emerging growth company, we provide in this proxy statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. We also provide certain scaled back executive compensation and other disclosures required of a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We will remain an emerging growth company until the earliest to occur of: (a) January 1, 2024; (b) the last day of the fiscal year in which we have more than $1.07 billion in annual revenue; (c) the end of the fiscal year in which the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the end of the second quarter of that fiscal year; or (d) the issuance, in any three-year period, by us of more than $1.0 billion in non-convertible debt securities.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Composition of the Board

Our business and affairs are managed under the direction of our Board of Directors, or the Board, which currently consists of four members, three of which are “independent” under NYSE American listing standards. Our bylaws provide that the number of directors will be fixed from time to time by resolution of the Board. All directors hold office until their successors have been elected and qualified or until their earlier death, resignation, disqualification or removal. We have divided the terms of office of the directors into three classes with staggered three-year terms: Class I, whose term expires at the 2025 Annual Meeting of Stockholders; Class II, whose term expires at the 2023 Annual Meeting of Stockholders; and Class III, whose term expires at the 2024 Annual Meeting of Stockholders.  We have proposed, however, to declassify our Board of Directors.  See Proposal No. 1 of this Proxy Statement.  If Proposal No. 1 passes, all of our directors will serve one-year terms and will be subject to reelection at our 2024 Annual Meeting.  Mr. McGuire, who was a Class I director, resigned from the Board effective April 28, 2023.

Information about the Board of Directors

The following table sets forth the names, ages as of May 17, 2023, and certain other information regarding each member of the Board who will be serving following the Annual Meeting, and for each nominee to the Board. The following information has been furnished to us by the directors.

*Mr. Colombatto is currently a Class II director but has been nominated for election as a Class I director at the Annual Meeting in order to fill the Class I vacancy created by Mr. McGuire’s resignation.

Director Nominees

David A. Jenkins is currently a Class II director of the Company and is nominated for election as a Class II director at the Annual Meeting.  He has served as the Executive Chairman of the Board of the Company since January 2023 and as its interim Chief Executive Officer since April 2023. He has spent most of his career as an entrepreneur in the medical device industry, and has established numerous companies including Catheter, where he currently serves as the CEO. He was Chairman of the Board of Catheter from Catheter’s inception in 2006 until it was acquired by the Company, and has served as CEO of Catheter since December 2020. His prior experience includes having served as Chairman and CEO of Arrhythmia Research and overseeing the introduction to the market of Cardiolab, the first dual monitor, 32 channel electrophysiology recording system. This technology was later acquired by General Electric and continues to be sold into the marketplace today. Another of Mr. Jenkins’ companies, EP MedSystems, Inc., was sold to St. Jude Medical, Inc., now part of Abbott, for approximately $93 million in 2008. Mr. Jenkins also founded and served as the CEO of Transneuronix, Inc., a maker of implantable stimulators for the treatment of weight loss, which was later sold to Medtronic for $267 million in 2005. Mr. Jenkins holds a degree in accounting from the University of Kansas, and a master’s degree in business from the University of Texas, Austin. He began his career in public accounting with Coopers and Lybrand. Mr. Jenkins is a director of Intelligent Bio Solutions Inc. (Nasdaq: INBS), a medical technology company delivering intelligent, rapid, non-invasive testing solutions.  We believe that Mr. Jenkins is qualified to serve as a director because of his extensive experience in the medical device industry.

Martin Colombatto is currently a Class II director of the Company and is nominated for election as a Class I director at the Annual Meeting.  He has served as a director of Ra Medical since January 2017. Mr. Colombatto has served as a Venture and Industry Partner of Seven Peaks Ventures LLP, a venture capital fund based in Bend, OR, since January 2016. From December 2013 to August 2014, Mr. Colombatto served as a director of PLX Technology, Inc., a technology company. Mr. Colombatto has also served as the Chief Executive Officer and President of Staccato Communications, Inc., an Ultra-Wideband semiconductor company, from January 2006 to March 2009 and as Executive Chairman of Staccato Communications, Inc., from January 2006 to September 2010. Prior to joining Staccato, Mr. Colombatto served as Vice President and General Manager of the Networking Business unit of Broadcom Corp., a broadband communication semiconductor company, from July 1996 to July 2002. Mr. Colombatto was also previously employed by LSI Logic, an application specific semiconductor company, from August 1987 to July 1996. Mr. Colombatto also previously held engineering positions at Reliance Electric, a production automation and control company, from August 1985 to June 1987 and Texas Instruments, an electronics company, from June 1982 to April 1985. Mr. Colombatto holds a Bachelor of Science degree in Electronic Engineering Technology from California State Polytechnic University, Pomona. We believe that Mr. Colombatto is qualified to serve as a member of our board of directors due to his extensive management experience and familiarity with our business and strategy.

Continuing Directors

Susanne Meline has served as a director of Ra Medical since January 2021. Ms. Meline co-founded Francis Capital Management (“FCM”), a value-based investment advisor, where she served as the firm’s special situations advisor through March 31, 2023. She previously worked as an investment banker with Houlihan Lokey, a global investment bank serving corporations, institutions, and governments worldwide and also practiced law in the corporate group of Jones Day, an international law firm that provides legal advisory services across multiple disciplines and jurisdictions. Ms. Meline is a Certified Director through the UCLA Anderson School of Management, a Board Leadership Fellow for the National Association of Corporate Directors (the “NACD”) and holds a CERT Certificate in Cybersecurity Oversight from the NACD and Carnegie Mellon University Software Engineering Institute. She received a B.A. from UCLA, and a J.D. from the UC Hastings College of the Law. Ms. Meline is currently employed as a senior executive in various roles at Wildfire Defense Systems, Inc. and also serves on the board of directors of MDB Holdings, LLC where she is the Lead Independent Director and Chair of the Audit Committee. She formally served on the board of directors of Finomial Corporation, ClearSign Technologies Corporation and AquaMetals Corporation.  We believe that Ms. Meline is qualified to serve as a director because of her extensive experience in the capital markets, with corporate governance, as an investor in development-stage medical technology companies, and as a board member at other public companies.

James Caruso has served as a director of Ra Medical since January 2023. Mr. Caruso has held senior level financial positions in both public and private companies for more than 40 years, including serving as Chief Financial Officer at several publicly traded and privately held medical device companies. He has managed all financial aspects of businesses and is proficient in SEC reporting and compliance requirements. Mr. Caruso also has extensive operational experience and has led post-acquisition business integration activities on several occasions. Mr. Caruso served as Chief Financial Officer of Catheter Precision from 2010 through 2016. Mr. Caruso also served as Chief Financial Officer of EP MedSystems, Inc. (NASDAQ:EPMD), a company focused on cardiac electrophysiology that was acquired by St Jude Medical in 2008; Hi-Tronics Designs, Inc., a privately held medical device design and manufacturing company that was acquired by Advanced Neuromodulation Systems, Inc. in 2001; and Micron Products, Inc., a publicly traded medical device manufacturing company that was acquired by Arrhythmia Research Technology in 1991. Mr. Caruso spent five years in the audit practice at Deloitte (formerly Deloitte & Touche). Mr. Caruso received his Bachelor of Science in Business Administration from Rutgers University and an MBA from Fordham University and is a Certified Public Accountant. We believe that Mr. Caruso is qualified to serve as a director because of his senior level financial experience with public and private companies.

Director Independence

Our common stock is listed on the NYSE American. Under the rules of the NYSE American, independent directors must comprise a majority of a listed company’s board of directors within a specified period of the completion of such company’s initial public offering. In addition, the rules of the NYSE American require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. Under the rules of the NYSE American, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

To be considered independent for purposes of Rule 10A-3 and under the rules of NYSE American, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries or controlling persons.

Our board of directors undertook a review of the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Specifically, our board of directors has considered whether Ms. Meline’s association with Catalysis Partners, one of our stockholders, and previously a stockholder of the predecessor to our subsidiary, Catheter Precision, LLC, created a conflict of interest based on Catalysis Partners’ ownership of shares in the Company or Catheter Precision, Inc., and determined that no actual conflict exists and that our board of directors will take appropriate measures if an actual conflict does arise in the future. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, and Mr. Caruso’s prior service as Chief Financial Officer and consultant to the predecessor of our subsidiary, Catheter Precision, LLC, our board of directors has determined that each of Martin Colombatto, Susanne Meline and James Caruso, representing three of our four directors, is “independent” as that term is defined under the rules of the NYSE American.

Our board of directors also determined that James Caruso (Chairperson) and Susanne Meline, who currently comprise our audit committee, Martin Colombatto (Chairperson) and James Caruso, who currently comprise our compensation committee, and Susanne Meline (Chairperson) and Martin Colombatto, who currently comprise our nominating and corporate governance committee, satisfy the independence standards for those committees established by applicable Securities and Exchange Commission, or SEC, rules and the listing standards of the NYSE American.

In making these determinations, our board of directors considered the relationships that each non-employee director has with us, including those described above, and all other facts and circumstances our board of directors deemed relevant in determining their independence, including consulting relationships, family relationships and the beneficial ownership of our capital stock by each non-employee director.

There are currently no family relationships among any of our directors or executive officers.

Board Leadership Structure

As described below, Mr. Jenkins, the prior Chief Executive Officer of the predecessor to our subsidiary, Catheter Precision, LLC with substantial executive leadership experience, currently serves as our Executive Chairman of the board of directors and as our interim Chief Executive Officer.  Ms. Susanne Meline, an independent director, serves as our Lead Independent Director.

Executive Chairman of the Board

Our corporate governance principles provide that the board will fill the chairman position based upon the board’s view of what is in our best interests at any point in time. Our board of directors believes that Mr. Jenkins’ service as executive chairman is in the best interests of Ra Medical Systems and its stockholders. As Mr. Jenkins is not an independent director, the board has chosen Ms. Susanne Meline to serve as lead independent director. The Board has determined that this leadership structure, specifically having an Executive Chairman of the Board together with a lead independent director, is appropriate for our company because, in the judgment of the board of directors, Mr. Jenkins’ experience makes him best-suited to lead the Board at this time, while the  lead independent director is best positioned to express to management the views of the independent members of the board of directors, to coordinate the activities of the board committees in accordance with their governing charters, and to provide constructive feedback to the Executive Chairman regarding management’s performance.  Mr. Jenkins was originally appointed as Executive Chairman pursuant to the agreement and plan of merger between the Company and Catheter Precision, Inc. dated January 9, 2023.

Given his tenure with and previous status within Catheter Precision, Inc, our board of directors believes Mr. Jenkins possesses detailed and in-depth knowledge of the issues, opportunities, and challenges facing Ra Medical Systems today, as it pursues development of Catheter’s products, and we believe he is best positioned, in consultation with Ms. Meline, to develop agendas that ensure that the board’s time and attention are focused on the most critical matters. Following Mr. McGuire’s resignation as an officer and director of the Company effective April 28, 2023, Mr. Jenkins has been serving as interim Chief Executive Officer.  A Search Committee of the Board of Directors consisting of Ms. Meline and Mr. Colombatto is currently evaluating the best path to appoint a permanent Chief Executive Officer.  In addition, as discussed below, our board of directors typically holds executive sessions consisting only of non-employee directors in conjunction with each regular quarterly meeting of the board, and Ms. Meline and Mr. Jenkins discuss board feedback to management following these executive sessions.

Role of Board in Risk Oversight Process

One of the key functions of our board of directors is informed oversight of our risk management process. Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through the board of directors as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure. Our audit committee is responsible for reviewing and discussing our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies with respect to risk assessment and risk management. Our audit committee also monitors compliance with legal and regulatory requirements and reviews related party transactions, in addition to oversight of the performance of our external audit function. Our nominating and corporate governance committee assists our board of directors in fulfilling its oversight responsibilities with respect to the management of risk associated with board organization, membership and structure, and corporate governance. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. The board believes its leadership structure is consistent with and supports the administration of its risk oversight function.

Board Meetings and Committees

During our fiscal year ended December 31, 2022, our board of directors held forty five (45) meetings (including regularly scheduled and special meetings), and each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served.

It is the policy of our Board to regularly have separate meeting times for independent directors without management. Although we do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we encourage, but do not require, our directors to attend.

Our board of directors has an audit committee, a compensation committee and a nominating and corporate governance committee, each of which has the composition and the responsibilities described below. We believe that the composition of these committees meets the criteria for independence under, and the functioning of these committees comply with the requirements of, the Sarbanes-Oxley Act of 2002, the rules of the NYSE American, and SEC rules and regulations.

Audit Committee

The members of our Audit Committee are Susanne Meline and James Caruso. Mr. Caruso serves as the chairperson of our Audit Committee.  The Board has determined that each member of the Audit Committee is an independent director under the NYSE American listing rules, satisfies the additional independence criteria for audit committee members and satisfies the requirements for financial literacy under the NYSE American listing rules and Rule 10A-3 under the Exchange Act, as applicable. The Board has also determined that Mr. Caruso qualifies as an audit committee financial expert within the meaning of the applicable rules and regulations of the SEC and satisfies the financial sophistication requirements of the NYSE American listing rules.

Our audit committee oversees our corporate accounting and financial reporting process and assists our board of directors in monitoring our financial systems and our legal and regulatory compliance. Our audit committee responsibilities also include, among other things:

Our audit committee operates under a written charter approved by our board of directors and that satisfies the applicable rules and regulations of the SEC and the listing requirements of NYSE American. The charter is available on our website, www.ramed.com, under the Investor Relations tab under “Governance,” then “Governance Documents.”  Our audit committee held four (4) meetings during 2022.

Compensation Committee

The members of our compensation committee are Martin Colombatto and James Caruso. Mr. Colombatto serves as the chairperson of our compensation committee. Our board of directors has determined that each member of our compensation committee is an independent director under the current rules of the NYSE American, satisfies the additional independence criteria for compensation committee members under Rule 10C-1 under the Exchange Act and the NYSE American listing rules and is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act.

Our compensation committee oversees our corporate compensation programs. The compensation committee responsibilities also include, among other things:

With respect to 2022, the compensation committee and the Board did not retain a compensation consultant in connection with determining compensation of executive officers or directors. In developing the current Outside Director Compensation Policy, and in connection with its review of executive officer compensation, the Compensation Committee gathered and reviewed compensation data from the National Association of Corporate Directors, as well as for various publicly traded companies that the compensation committee believes to be similar to the Company in some respect, taking into consideration market capitalization, number of employees, amount of revenue, net cash used or generated in operations and the industries in which such companies operate. In addition, the compensation committee evaluated the Company’s resources, including the number of shares remaining in its 2018 Equity Incentive Plan in determining the appropriate form of payment of such compensation.

Our compensation committee operates under a written charter approved by our board of directors and that satisfies the applicable rules and regulations of the SEC and the listing requirements of the NYSE American. The charter is available on our website, www.ramed.com, under the Investor Relations tab under “Governance,” then “Governance Documents.”  Our compensation committee held one (1) meeting during 2022.

Nominating and Corporate Governance Committee

The current members of our nominating and corporate governance committee are Susanne Meline and Martin Colombatto. Ms. Meline serves as the chairperson of our nominating and corporate governance committee. All current members of our nominating and corporate governance committee meet the requirements for independence under current NYSE American listing standards and SEC rules and regulations. The nominating and corporate governance committee oversees our nominations for directors and corporate governance matters. The nominating and corporate governance committee responsibilities also include, among other things:

Our nominating and corporate governance committee operates under a written charter approved by our board of directors and that satisfies the applicable rules and regulations of the SEC and the listing requirements of the NYSE American. The charter is available on our website, www.ramed.com, under the Investor Relations tab under “Governance,” then “Governance Documents.”  Our nominating and corporate governance committee held one (1) meeting during 2022.

Considerations in Evaluating Director Nominees

The nominating and corporate governance committee uses the following procedures to identify and evaluate any individual recommended or offered for nomination to the Board:

The nominating and corporate governance committee evaluates all incumbent, replacement or additional nominees for election as directors, taking into account (i) all factors the committee considers appropriate, which may include career specialization, relevant technical skills or financial acumen, diversity of viewpoint and industry knowledge, and (ii) the following minimum qualifications:

The nominating and corporate governance committee also focuses on issues of diversity, such as diversity of gender, race, and national origin, education, professional experience and differences in viewpoints and skills. The nominating and corporate governance committee believes that it is essential that members of our board of directors represent diverse viewpoints.

If our nominating and corporate governance committee determines that an additional or replacement director is required, the nominating and corporate governance committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the nominating and corporate governance committee, board, or management.

The nominating and corporate governance committee may propose to the board a candidate recommended or offered for nomination by a stockholder as a nominee for election to the board.

Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors and our board of directors has the final authority in determining the selection of director candidates for nomination to our board. After completing its review and evaluation of director candidates, our nominating and corporate governance committee has recommended to the board, and the board of directors now recommends to the shareholders, Martin Colombatto for election as a Class I director to serve until our 2025 annual meeting stockholders, and David Jenkins for election as a Class II director to serve until our 2026 annual meeting of stockholders, or until their respective successors are duly elected and qualified; provided, however, that if Proposal No. 1 passes, all directors will serve until our 2024 annual meeting of stockholders or until their respective successors are duly elected and qualified.

Stockholder Recommendations for Nominations to Our Board of Directors

It is the policy of our nominating and corporate governance committee to consider recommendations for candidates to our board of directors from our stockholders holding no less than one percent (1%) of the outstanding shares of the Company’s common stock continuously for at least twelve (12) months prior to the date of the submission of the recommendation or nomination. A stockholder that wishes to recommend a candidate for consideration by the committee as a potential candidate for director must direct the recommendation in writing to Ra Medical Systems, Inc., 1670 Highway 160 West Suite 205, Fort Mill, SC 29708, Attention: Corporate Secretary, and must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between us and the candidate and evidence of the recommending stockholder’s ownership of our stock. Such recommendation must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for board membership, including issues of character, integrity, judgment, and diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, other commitments and the like and personal references. Our board of directors will consider the recommendation but will not be obligated to take any further action with respect to the recommendation.

A stockholder that instead desires to nominate a person directly for election to the Board at an annual meeting of the stockholders must meet the deadlines and other requirements set forth in Section 2.4 of the Company’s Bylaws and the rules and regulations of the Securities and Exchange Commission. Section 2.4 of the Company’s Bylaws requires that a stockholder who seeks to nominate a candidate for director must provide a written notice to the Secretary of the Company not later than the 45th day nor earlier than the 75th day before the one-year anniversary of the date on which the corporation first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days after the one-year anniversary of the date of the previous year’s annual meeting, then notice by the stockholder to be timely must be so received by the Secretary of the Company not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting and (ii) the 10th day following the day on which Public Announcement (as defined below) of the date of such annual meeting is first made. That notice must state the information required by Section 2.4 of the Company’s Bylaws, and otherwise must comply with applicable federal and state law. The Secretary of the Company will provide a copy of the Bylaws upon request in writing from a stockholder. “Public Announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or any successor thereto.

Communications with the Board of Directors

The Board believes that management speaks for the Company. Individual Board members may, from time to time, communicate with various constituencies that are involved with the Company, but it is expected that Board members would do this with knowledge of management and, in most instances, only at the request of management.

In cases where stockholders or other interested parties wish to communicate directly with our non-management directors, messages can be sent to Ra Medical Systems, Inc., 1670 Highway 160 West Suite 205, Fort Mill, SC 29708, Attention: Corporate Secretary. Our corporate secretary monitors these communications and will provide a summary of all received messages to the board at each regularly scheduled meeting. Our board typically meets on a quarterly basis. Where the nature of a communication warrants, our Secretary may determine, in his or her judgment, to obtain the more immediate attention of the appropriate committee of the board or non-management director, of independent advisors or of our management, as our Secretary considers appropriate.

Our Secretary may decide in the exercise of his or her judgment whether a response to any stockholder or interested party communication is necessary.

This procedure for stockholder and other interested party communications with the non-management directors is administered by our nominating and corporate governance committee; provided, however, that any communications or complaints that relate to accounting, internal accounting controls, or auditing matters will be forwarded directly to the audit committee. This procedure does not apply to (a) communications to non-management directors from our officers or directors who are stockholders, (b) stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act, or (c) communications to the audit committee from employees pursuant to our procedures for complaints regarding accounting and auditing matters, which are contained in Ra Medical’s Complaint Procedures for Accounting and Auditing Matters, which is available on Ra Medical’s internal website or upon written request to Ra Medical’s Director of Human Resources.

Corporate Governance Principles and Code of Ethics and Conduct

The Board has adopted corporate governance principles. These principles address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, the Board has adopted a written code of ethics and conduct that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of our corporate governance principles and code of ethics and conduct are available on our website, www.ramed.com, under the Investor Relations tab under “Governance,” then “Governance Documents.” If the Board makes any substantive amendments to, or grants any waivers from, the code of ethics and conduct for any officer or director, it will disclose the nature of such amendment or waiver on the Company’s website.