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Caroll Neubauer joins Butterfly Network (BFLY) board as new independent director

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Butterfly Network, Inc. announced governance changes involving its Board of Directors. Dr. Erica Schwartz has informed the Board she will resign as a director, subject to and effective upon her confirmation by the U.S. Senate as Director of the Centers for Disease Control and Prevention.

The company also appointed Caroll H. Neubauer to the Board, effective May 18, 2026, and named him to the Compensation and Technology Committees. His appointment increases the Board size to eight directors. Neubauer will receive standard nonemployee director compensation, including an initial restricted stock unit grant with an aggregate fair market value of $300,000, vesting annually over three years.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Board size 8 directors Size of Butterfly Network Board after Neubauer appointment
Initial RSU grant value $300,000 Aggregate fair market value of RSUs granted to Caroll Neubauer
RSU vesting term 3 years RSUs vest in equal annual installments over three years
Effective date of new director May 18, 2026 Date Caroll Neubauer joins the Board
Annual Meeting date June 18, 2026 Date of Butterfly Network’s 2026 Annual Meeting of Stockholders
Press release date May 8, 2026 Date of press release announcing Neubauer’s appointment
restricted stock units financial
"the Company will grant to Mr. Neubauer a number of restricted stock units (“RSUs”)"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Compensation Committee financial
"The Board also appointed Mr. Neubauer to serve on the Compensation Committee"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
Technology Committee technical
"and the Technology Committee of the Board"
A technology committee is a group of board members or senior managers who oversee a company’s technology strategy, major IT investments, and related risks—like a project steering team that sets priorities and checks progress. For investors, this matters because the committee influences how effectively a company uses technology to compete, control costs, protect data, and scale operations; strong oversight can reduce the chance of costly failures or missed opportunities.
Nonemployee Director Compensation Policy financial
"standard compensation paid by the Company to all of its nonemployee directors under the Company’s Amended and Restated Nonemployee Director Compensation Policy"
indemnification agreement regulatory
"Mr. Neubauer will also enter into an indemnification agreement in the form the Company has entered into with its other nonemployee directors"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 4, 2026
Butterfly Network, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3929284-4618156
(State or other jurisdiction of
incorporation)		(Commission File Number)(IRS Employer
 Identification No.)
1600 District Avenue
Burlington, MA
01803
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (781) 557-4800
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, par value $0.0001 per shareBFLYThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company         ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 4, 2026, Dr. Erica Schwartz notified the Board of Directors (the “Board”) of Butterfly Network, Inc. (the “Company”) that she will resign as a director of the Company subject to and effective upon her confirmation as Director of the Centers for Disease Control and Prevention (the “CDC”) by the U.S. Senate. Dr. Schwartz’s contingent resignation follows her nomination to serve as Director of the CDC by President Donald J. Trump on April 16, 2026. The timing and result of the CDC confirmation process is not currently known. Dr. Schwartz remains a nominee for director at the Company’s 2026 Annual Meeting of Stockholders to be held on June 18, 2026 (the “Annual Meeting”).
On May 7, 2026, the Board appointed Caroll H. Neubauer to the Board, effective on May 18, 2026 (the “Effective Date”). The Board also appointed Mr. Neubauer to serve on the Compensation Committee and the Technology Committee of the Board. Mr. Neubauer will serve for a term to continue until the Annual Meeting. In connection with Mr. Neubauer’s appointment, the size of the Board was increased to eight directors.
The Board has affirmatively determined that Mr. Neubauer 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. Neubauer and any other person pursuant to which Mr. Neubauer was appointed as a director. There are no transactions to which the Company is a party and in which Mr. Neubauer has a material interest that are required to be disclosed under Item 404(a) of Regulation S-K. Mr. Neubauer has not previously held any positions with the Company and has no family relations with any directors or executive officers of the Company.
Mr. Neubauer 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. Neubauer 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. Neubauer 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. Neubauer’s continued service as a director on the applicable vesting dates.
Mr. Neubauer 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. Neubauer to the Board is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No.Description
99.1
Press Release dated May 8, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BUTTERFLY NETWORK, INC.
By:/s/ John Doherty
Name:John Doherty
Title:Executive Vice President, Chief Financial Officer
Date: May 8, 2026

Exhibit 99.1
Butterfly Network Appoints Caroll H. Neubauer to Board of Directors

Seasoned Medtech Leader and Former Chairman and CEO of B. Braun of America Brings Deep Healthcare Industry Expertise

NEW YORK & BURLINGTON, Mass. Butterfly Network, Inc. (NYSE: BFLY) (“Butterfly”), a pioneer and leader in semiconductor-based ultrasound devices, programmable cloud software and AI, today announced the appointment of Caroll H. Neubauer to its Board of Directors, effective May 18, 2026. Mr. Neubauer will serve on the Board’s Compensation Committee and Technology Committee.
Mr. Neubauer has achieved a distinguished career spanning three decades with B. Braun, including serving for 29 years on the Global Management Board of the B. Braun Group of Companies. During his tenure, he helped grow annual revenue from approximately $1 billion to more than $8 billion. He also led the company's North American operations as Chairman and CEO of B. Braun USA, overseeing its evolution into one of the leading providers of infusion therapy and pain management solutions. Mr. Neubauer currently serves as an Executive Advisor to Water Street Healthcare Partners in Chicago.
Beyond his work at B. Braun, Mr. Neubauer has been an influential voice in the broader healthcare industry. He served on the Board of Directors of the Advanced Medical Technology Association (AdvaMed) for more than 15 years, playing a central role in the effort to repeal the U.S. medical device tax in 2019. AdvaMed presented him with its Lifetime Achievement Award in 2024, the organization's highest honor. Mr. Neubauer also served as Chairman of the German American Chamber of Commerce New York for over 10 years, championing widely lauded programs to strengthen transatlantic ties and advance healthcare communities across the U.S. and Europe. Mr. Neubauer earned a German Law degree from The Albert Ludwigs University, Freiburg, Germany, and a Master of Laws from Georgetown University.
"Caroll spent three decades building and scaling one of the world's leading medical device companies, navigating global markets, complex regulatory environments, and large-scale commercial partnerships," said Joseph DeVivo, President, Chief Executive Officer and Chairman of Butterfly. "That breadth of experience — from growing a business across geographies to forging the kinds of industry relationships that open new markets — is directly relevant as Butterfly evolves into a multi-faceted platform. We are delighted to welcome him to the Board."
"Butterfly has built a genuinely differentiated technology platform, and the company is at a compelling moment: accelerating toward profitability while pursuing multiple growth initiatives," said Mr. Neubauer. "That combination of financial momentum and strategic breadth is what makes this such an exciting time to join the Board. I look forward to working with Joe and the team to help Butterfly realize its full potential."
About Butterfly Network
Butterfly Network, Inc. (NYSE: BFLY) is a pioneer and leader in semiconductor-based ultrasound devices, programmable cloud software and AI. Butterfly first proved its technology in the point-of-care ultrasound market – commercializing the world’s first single-probe, whole-body portable ultrasound device, which is now on its best-selling, third-generation: Butterfly iQ3™. The Company combines its advanced hardware with cloud software and AI, an enterprise workflow solution


(Compass AI™) and other offerings to drive adoption of affordable, accessible ultrasound. Butterfly also enables third-party development of imaging AI apps through Butterfly Garden™, its software development kit and AI marketplace.
In addition to its medical imaging products, Butterfly Embedded™ is the Company’s Ultrasound-on-Chip™ licensing and co-development business designed to enable a new wave of ultrasound-enabled technologies across non-competitive healthcare markets and beyond. Through Butterfly Embedded™, partners can build and scale novel ultrasound applications powered by Butterfly’s proprietary semiconductor chip and software platform.
Butterfly’s innovations have been recognized by Prix Galien USA, Fierce 50, TIME’s Best Inventions and Fast Company’s World Changing Ideas, among other achievements. To learn more, visit: www.butterflynetwork.com
Contacts
Media:
Liz Learned Snyder
Director, PR and Communications
media@butterflynetinc.com
Investors:
John Doherty
Chief Financial Officer
investors@butterflynetinc.com

Source: View Original Filing on SEC EDGAR

FAQ

What director changes did Butterfly Network (BFLY) announce in this 8-K?

Butterfly Network disclosed that Dr. Erica Schwartz will resign from its Board if confirmed as CDC Director, and that Caroll H. Neubauer has been appointed as a new director effective May 18, 2026, serving on the Compensation and Technology Committees.

Who is Caroll H. Neubauer and what is his role at Butterfly Network (BFLY)?

Caroll H. Neubauer is a seasoned medtech executive who spent decades at B. Braun, including as Chairman and CEO of B. Braun USA. He joins Butterfly’s Board on May 18, 2026, and will serve on the Compensation Committee and Technology Committee.

How will Butterfly Network (BFLY) compensate new director Caroll H. Neubauer?

Neubauer will receive Butterfly’s standard nonemployee director compensation, including a restricted stock unit grant with an aggregate fair market value of $300,000, determined using the closing price on the grant date, vesting in equal annual installments over three years.

What triggers Dr. Erica Schwartz’s resignation from Butterfly Network’s Board?

Dr. Erica Schwartz’s resignation is contingent upon and effective only if she is confirmed by the U.S. Senate as Director of the Centers for Disease Control and Prevention, following her nomination by the U.S. President. Until then, she remains a director nominee for Butterfly’s 2026 annual meeting.

Did Butterfly Network (BFLY) change the size of its Board of Directors?

Yes. In connection with appointing Caroll H. Neubauer, Butterfly Network increased the size of its Board to eight directors. Neubauer will serve as a director until the company’s 2026 Annual Meeting of Stockholders, consistent with the Board’s stated term structure.

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