Change in Directors or Principal Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On March 15, 2013, the Board of Directors (the "Board") of Accuray Incorporated ("Accuray") appointed Dr. Emad Rizk as a Class III member of the Accuray Board. Prior to Dr. Rizk's appointment to the Board, the Board approved, as permitted by the terms of Accuray's Bylaws, an increase in the number of directors from 7 to 8. The Board has not yet determined any committee(s) on which Dr. Rizk might serve. Dr. Rizk is expected to stand for re-election at Accuray's 2015 annual meeting of stockholders, when his Class III term will expire. Dr. Rizk is an independent director under applicable Nasdaq rules.
Since 2003, Dr. Rizk has served as the President of McKesson Health Solutions ("McKesson"), a division of McKesson Corporation. McKesson enables healthcare organizations that manage financial risk to compete successfully by helping payers and providers partner for better healthcare outcomes at lower costs. Prior to joining McKesson, Dr. Rizk served as the lead partner and global director, medical management/pharmacy for Deloitte Consulting from 1994 to 2003. Dr. Rizk currently serves on the board of directors of Disease Management Association of America, a nonprofit organization representing all aspects of the disease management community, and is a past vice-chairman of the National Clinical Advisory Board, a healthcare organization focused on providing insight into the future direction of healthcare, management and delivery of patient care.
Dr. Rizk will receive the same cash and equity compensation for service on the Board and Board committees, if any, as is currently paid to all other non-employees Board members of Accuray. Cash compensation is as follows: (1) for Board service, an annual cash retainer of $35,000 (up to four Board meetings);
(2) if appointed to se