Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April 11, 2022, Change Healthcare Inc. (the "Company") announced that
effective April 10, 2022, Roderick O'Reilly, the Company's Executive Vice
President and President, Software and Analytics, will transition from his
current position to a consulting role. As part of this transition, the
Compensation Committee (the "Compensation Committee") of the Board of Directors
of the Company approved a termination letter agreement (the "Termination
Agreement") and a consulting agreement (the "Consulting Agreement") between
Mr. O'Reilly and Change Healthcare Canada Company, a subsidiary of the Company
("Change Canada"). Pursuant to the terms of the Termination Agreement,
Mr. O'Reilly will be entitled to receive separation benefits consistent with the
benefits provided under his previously disclosed offer letter for a termination
of employment without cause, including (i) payment of $706,383 CAD (less
applicable withholdings and deductions), which represents 12 months of his
current base salary; and (ii) continued medical, dental and prescription drug
benefits for 12 months, in each case, subject to Mr. O'Reilly's execution of a
release of claims. In addition, Mr. O'Reilly will be provided with a continued
executive physical benefit for 12 months and will remain eligible to receive a
discretionary award for fiscal-year 2022 under the Company's annual incentive
plan.
Pursuant to the Consulting Agreement, Mr. O'Reilly will act as a Senior Advisor
to Neil de Crescenzo, the Company's President and Chief Executive Officer, for a
12-month term commencing on April 11, 2022. Mr. O'Reilly will be compensated at
a rate of $2,716 CAD per week for the term of the agreement and may be entitled
to certain additional incentive payouts. In addition, Mr. O'Reilly's service
under the Consulting Agreement will be deemed continued employment for all
purposes under the Company's equity-based incentive plans and, upon the
completion of the term of the Consulting Agreement (or, if earlier, termination
of the Consulting Agreement by mutual consent or by Change Canada without
cause), Mr. O'Reilly will be deemed to have undergone a termination of
employment without cause for purposes of such equity-based incentive plans of
the Company and awards thereunder.
Upon the completion of the term of the Consulting Agreement, Mr. O'Reilly will
be entitled to receive, in exchange for a release of claims, an amount equal to
$125,000 CAD (the "Completion Payment"). If the Consulting Agreement is
terminated by mutual consent or by Change Canada without cause prior to the
completion of its term, (i) Mr. O'Reilly will be entitled to receive, in
exchange for a release of claims, a pro-rata portion of the Completion Payment
based on the number of weeks Mr. O'Reilly provided services relative to the full
Consulting Agreement's term and (ii) Mr. O'Reilly's equity awards will remain
outstanding and eligible to vest pursuant to their terms until the end of the
Consulting Agreement's term. Additionally, with respect to performance stock
units ("PSUs") granted in October 2020 in respect of the performance period
ending March 31, 2023, if, prior to the closing of the merger of UnitedHealth
Group Incorporated and the Company, Mr. O'Reilly provides services pursuant to
the Consulting Agreement through March 31, 2023 or the Consulting Agreement is
terminated by mutual consent or by Change Canada without cause, the PSUs will
remain outstanding and eligible to become earned PSUs in accordance with the
applicable PSU award agreement (with any earned PSUs settling in accordance with
the applicable PSU award agreement).
On April 11, 2022, the Company also announced that Kriten Joshi will be promoted
and will assume the role of President, Software and Analytics in addition to
continuing in his role as Executive Vice President and President, Network
Solutions, effective as of April 10, 2022. In consideration of his additional
responsibilities in his new role, the Compensation Committee approved an
increase to Mr. Joshi's annual base salary to $721,000, effective as of July 1,
2022.
In connection with the leadership transitions described above, the Company also
announced that it was re-establishing its Imaging Solutions business as a
standalone reporting segment, effective immediately.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses