Document

DEF 14A 1 mdvl-def14a2021annualmeeti.htm DEF 14A Document


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12


MEDAVAIL HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

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MEDAVAIL HOLDINGS, INC.

6665 MILLCREEK DR. UNIT 1,

MISSISSAUGA, ONTARIO, CANADA

L5N 5M4

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 11:00 a.m. Eastern Time on Tuesday, June 29, 2021

Dear Stockholders of MedAvail Holdings, Inc.:

We cordially invite you to attend the virtual 2021 annual meeting of stockholders (the “Annual Meeting”) of MedAvail Holdings, Inc. (f/k/a MYOS RENS Technology Inc.), a Delaware corporation, which will be held on Tuesday, June 29, 2021 at 11:00 a.m. Eastern Time, via live webcast at www.virtualshareholdermeeting.com/MDVL2021. You will be able to attend the meeting online and submit questions during the meeting by visiting the website listed above. You will also be able to vote your shares electronically at the annual meeting. This meeting is being held for the following purposes, as more fully described in the accompanying proxy statement:

1. To elect two Class I directors to serve until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified;

2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021;

3. To approve, on a non-binding advisory basis, the executive compensation of the company’s named executive officers for the year ended December 31, 2020; and

4. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Our board of directors has fixed the close of business on May 3, 2021 as the record date for the Annual Meeting. Only stockholders of record on May 3, 2021 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

On or about May 6, 2021, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement and our annual report. The Notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. The accompanying proxy statement and our annual report can be accessed directly at the following Internet address:www.proxyvote.com. All you have to do is enter the control number located on your Notice or proxy card.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the virtual Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail.

We appreciate your continued support of MedAvail Holdings, Inc.


			By Order of the Board of Directors,
			/s/ Ed Kilroy
			Chief Executive Officer Ontario, Canada April 30, 2021

Important Notice Regarding Proxy Materials for the Stockholder Meeting

to be Held on June 29, 2021

The Notice of Annual Meeting, Proxy Statement and Form of Proxy are first being mailed on or about May 6, 2021 to all stockholders entitled to vote at the Annual Meeting. This Proxy Statement and our 2020 Annual Report are also available on the Company’s website.

Virtual Meeting Admission

Stockholders of record as of May 3, 2021 will be able to participate in the virtual Annual Meeting by visiting our Annual Meeting website at www.virtualshareholdermeeting.com/MDVL2021. To participate in the virtual Annual Meeting, you will need the 16-digit control number included on your proxy card.

The Annual Meeting will begin promptly at 11:00 a.m. Eastern Time on Tuesday, June 29, 2021. Online check-in will begin at 10:45 a.m. Eastern Time, and you should allow approximately 15 minutes for the online check-in procedures.

Voting. Whether or not you plan to virtually attend the Annual Meeting and regardless of the number of shares of common stock that you own, please cast your vote, at your earliest convenience, as instructed on your proxy card and/or voting instruction form. Your vote is very important. Your vote before the Annual Meeting will ensure representation of your shares at the Annual Meeting even if you are unable to virtually attend. You may submit your vote by the internet, telephone, mail or virtually at the Annual Meeting. Voting over the internet or by telephone is fast and convenient, and your vote is immediately confirmed and tabulated. By using the Internet or telephone, you help us reduce postage, printing and proxy tabulation costs. We encourage all holders of record to vote in accordance with the instructions on the proxy card and/or voting instruction form prior to the Annual Meeting even if they plan on virtually attending the Annual Meeting. Submitting a vote before the Annual Meeting will not preclude you from voting your shares at the Annual Meeting should you decide to virtually attend. You may vote using the following methods:


Computer:			Prior to the Annual Meeting, visit the website listed on your proxy card/voting instruction form to vote via the internet. During the Annual Meeting, visit our Annual Meeting website at www.virtualshareholdermeeting.com/MDVL2021
Mail:			Sign, date and return your proxy card/voting instruction form to vote by mail.
Phone:			Call the telephone number on your proxy card/voting instruction form to vote by telephone.

TABLE OF CONTENTS


						Page
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING						1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE						9
Nominees for Director						9
Continuing Directors						10
Director Independence						11
Board Leadership Structure						12
Board Meetings and Committees						12
Compensation Committee Interlocks and Insider Participation						14
Considerations in Evaluating Director Nominees						14
Stockholder Recommendations for Nominations to the Board of Directors						15
Communications with the Board of Directors						15
Corporate Governance Guidelines and Code of Business Conduct						15
Risk Management						16
Director Compensation						16
PROPOSAL NO. 1 ELECTION OF DIRECTORS						20
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM						21
PROPOSAL NO. 3 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION						23
REPORT OF THE AUDIT COMMITTEE						24
EXECUTIVE OFFICERS						25
EXECUTIVE COMPENSATION						27
Processes and Procedures for Compensation Decisions						27
Fiscal 2020 Summary Compensation Table						27
Executive Employment Agreements						27
Pension Benefits and Nonqualified Deferred Compensation						28
Potential Payments upon Termination or Change of Control						28
Outstanding Equity Awards at Fiscal Year-End						29
Executive Incentive Compensation Plan						29
Results of “Say on Pay” Advisory Vote on Executive Compensation						30
Compensation Committee Report						30
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT						31
RELATED PERSON TRANSACTIONS						34
Policies and Procedures for Related Party Transactions						36
OTHER MATTERS						37
Section 16(a) Beneficial Ownership Reporting Compliance						37
Fiscal Year 2020 Annual Report and SEC Filings						37


Virtual Stockholder Meeting
In light of the current COVID-19 pandemic and government orders related to activities in the state and county where we usually hold our annual meeting of stockholders, we believe a virtual meeting would allow the greatest number of stockholders to attend. As such, our 2021 Annual Meeting will be conducted exclusively online via live webcast, allowing all of our stockholders the option to participate in the live, online meeting from any location convenient to them, providing stockholder access to our Board and management, and enhancing participation while supporting the safety of our stockholders and maintaining legal compliance with government orders. Stockholders at the close of business on May 3, 2021 will be allowed to communicate with us and ask questions in our virtual stockholder meeting forum before and during the meeting. All directors and key executive officers are expected to be available to answer questions. For further information on the virtual meeting, please see the Q&A section below. Please note that there will not be a physical meeting.


Directors with Terms Expiring at the Annual Meeting/Nominees	Class	Age	Position	Director Since	Current Term Expires	Expiration of Term For Which Nominated
Ed Kilroy	I	61	Chief Executive Officer, President and Director	2012	2021	2024
Gerard van Hamel Platerink	I	52	Director	2012	2021	2024
Continuing Directors
Helen Ciesielski (1)(3)	II	35	Director	2018	2022	-
Gerald Gradwell (1)(3)	II	53	Director	2018	2022	-
Rob Faulkner	III	58	Director	2020	2023	-
Glen Stettin (2)	III	57	Director	2018	2023	-
Michael Kramer (1)(2)	III	45	Director	2020	2023	-


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)(2)	Option Awards ($)(1)(2)	Total ($)
Gerard van Hamel Platerink	$0	$0	$0	$0
Gerald Gradwell	$23,750	$0	$36,164	$59,914
Helen Ciesielski	$0	$0	$0	$0
Glen Stettin	$20,833	$0	$36,164	$56,997
Rob Faulkner	$0	$0	$0	$0
Michael Kramer	$27,917	$0	$36,164	$64,081


Name						Shares Subject to Outstanding Options
Gerard van Hamel Platerink						—
Gerald Gradwell						201,650
Helen Ciesielski						—
Glen Stettin						—
Rob Faulkner						—
Michael Kramer						—


	Fiscal Year 2020	Fiscal Year 2019
Audit Fees(1)	$985,739	$63,234
Audit-Related Fees(2)	$45,670	$23,358
Tax Fees	$94,455	$15,483
All Other Fees	$0	$9,683
Total	$1,125,864	$111,758


Name	Age	Position(s)
Ed Kilroy	61	Chief Executive Officer, President and Director
Ryan Ferguson	46	Chief Financial Officer, Treasurer and Secretary
David Rawlins	40	Chief Commercial Officer
Neil Prezioso	62	Chief Pharmacy Officer
Will Misloski	50	Chief Marketing Officer


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)	Option Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)(2)	Total ($)
Ed Kilroy	2020	275,764	137,275	0	27,732	0	0	440,771
Chief Executive Officer, President and Director	2019	320,318	0	0	0	0	0	320,318
Joseph Mannello (3)	2020	16,970	0	267,372	0	0	11,310	295,652
Former Chief Executive Officer	2019	23,660	0	23,663	0	0	947	48,270
Ryan Ferguson (4)	2020	249,265	140,431	0	162,550	0	0	552,246
Chief Financial Officer	2019	0	0	0	0	0	0	0
Neil Prezioso	2020	319,577	119,000	0	0	0	0	438,577
Chief Pharmacy Officer	2019	152,354	58,333	0	108,931	0	0	319,618


				Option Awards			Stock Awards
Name	Grant Date (1)	Vesting Commencement Date (3)	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)(1)	Option Expiration Date	Number of Shares or Units of Stock that have not Vested	Market Value of Shares or Units of Stock that have not Vested ($)(3)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan awards: Market or Payout Value of Unearned Shares, Units or other Rights that Have Not Vested ($)(3)
Ed Kilroy	11/5/2012	11/5/2012	350,811	—	$2.087 CAD	11/5/2022	—	—	—	—
	4/12/2013	4/12/2013	81,715	—	$2.087 CAD	4/12/2023	—	—	—	—
	12/23/2013	12/23/2013	127,171	—	$2.087 CAD	12/23/2023	—	—	—	—
	2/18/2015	2/18/2015	108,388	—	$2.087 CAD	2/18/2025	—	—	—	—
	7/27/2016	7/27/2016	92,160	—	$2.087 CAD	7/27/2026	—	—	—	—
	2/17/2017	2/17/2017	5,136	212	$2.087 CAD	2/17/2027	—	—	—	—
	9/1/2018	9/1/2018	40,505	12,655	$2.087 CAD	9/1/2028	—	—	—	—
	9/1/2018	9/1/2018	28,512	10,691	$2.087 CAD	9/1/2028	—	—	—	—
	4/24/2020	4/24/2020	42,325	—	$1.7061 CAD	4/24/2030	—	—	—	—
Joseph Mannello	—	—	—	—	—	—	—	—	—	—
Ryan Ferguson	4/24/2020	4/24/2020	249,319	153,935	$1.7061 CAD	4/24/2030	—	—	—	—
Neil Prezioso	12/12/2019	12/12/2019	179,704	131,032	$1.7061 CAD	12/12/2029	—	—	—	—


Equity Compensation Plan Not Approved by Stockholders	—	—	—
Total	2,386,417		4,220,000


	Beneficial Ownership as of April 1, 2021
	Number of Shares(2)	Percentage
5% and Greater Stockholders
Entities affiliated with Redmile Group, LLC(1)	12,029,652	37.3%
Investment funds associated with Ally Bridge Group(2)	6,806,731	21.3%
Entities affiliated with Pura Vida Investments, LLC(3)	2,609,497	8.2%
Entities affiliated with Lewis & Clark Ventures(4)	2,349,602	7.2%
Adage Capital Partners, L.P.(5)	2,251,980	7.0%
Named Executive Officers and Directors
Ed Kilroy(6)	840,446	2.6%
Joseph Mannello(7)	17,838	*
Ryan Ferguson(8)	87,250	*
Neil Prezioso(9)	72,479	*
Gerard van Hamel Platerink	—	*
Gerald Gradwell(10)	201,650	*
Helen Ciesielski	—	*
Glen Stettin	—	*
Rob Faulkner	—	*
Michael Kramer	—	*
All directors and executive officers as a group (10 persons)(11)	1,219,663	3.7%


Name						Principal Amount
Entities affiliated with Redmile Group, LLC						$5,912,744
Entities affiliated with Lewis & Clark Venture Capital, LLC						$929,918
Adage Capital Partners, L.P.						$993,853
Entities affiliated with Pura Vida Investments, LLC						$3,114,010


Name	Shares of Private MedAvail Common Stock	Total Purchase Price
Investment funds associated with Ally Bridge Group	5,250,874	$44,999,990.18
Adage Capital Partners, L.P.	413,275	$3,541,772.85
Entities affiliated with Lewis & Clark Venture Capital, LLC	172,083	$1,474,757.13
Entities affiliated with Pura Vida Investments, LLC	1,301,613	$11,154,833.03
Entities affiliated with Redmile Group, LLC	2,469,238	$21,161,407.57

SEC Form DEF 14A filed by MedAvail Holdings, Inc.