Item 5.02. Departure of Director or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 24, 2022, the Compensation Committee (the "Compensation Committee")
of the Board of Directors of the Company approved a special equity grant for
Carrie Eglinton Manner, the Company's Senior Vice President, Advanced
Diagnostics, with the purpose of promoting the success of the Company's
management succession plan and to incent Ms. Eglinton Manner to achieve growth
in revenues associated with the service offerings for which she has management
responsibility in the Company's Diagnostic Information Services business. The
grant has a grant date fair value of $1,940,235 and was made pursuant to the
Company's Amended and Restated Employee Long-Term Incentive Plan. The grant
consists of 50% performance shares and 50% restricted stock units, and does not
provide for accelerated vesting upon qualifying retirement. Both the performance
shares and the restricted stock units will cliff vest on the third anniversary
of the grant date, subject to continued service and, in the case of the
performance shares, achievement of performance goals related to compounded
annual growth in revenues associated with the service offerings for which Ms.
Eglinton Manner has management responsibility in the Company's Diagnostic
Information Services business, other than revenues associated with (i) COVID-19
testing and (ii) business acquisitions completed subsequent to January 1, 2022.
The other terms of this grant, other than with respect to retirement and
vesting, are substantially the same as those granted to the Company's other
executive officers.
On February 24, 2022, the Compensation Committee also approved an annual equity
grant for Mark Guinan, the Company's Executive Vice President and Chief
Financial Officer, with a grant date fair value of $1,122,566 and terms that are
substantially the same as the annual grants provided to the Company's other
executive officers, except that Mr. Guinan's grant will accelerate vesting upon
his retirement, provided that he successfully transitions the Chief Financial
Officer responsibilities, as approved by the Company's Chief Executive Officer.
As Mr. Guinan will be retiring in 2022, the grant date fair value of the grant
is approximately half of the grant date fair value of Mr. Guinan's 2021 annual
equity grant.
Item 9.01. Financial Statements and Exhibits
d. Exhibit
104 The cover page from this current report on Form 8-K, formatted in Inline
XBRL.
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