American Renal Associates Holdings, Inc. (NYSE:ARA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
agreement with its Chief Financial Officer, Jon Wilcox (the New
Agreement), to supersede and replace its prior employment
agreement with Mr. Wilcox dated as of October 13, 2011, as
amended as of April 25, 2016 (the Prior Agreement). The New
Agreement is similar to the Prior Agreement, but reflects changes
to Mr. Wilcoxs salary, bonus opportunity and severance benefits,
as well as certain other technical updates.
receive an annual base salary of $424,999.90, subject to such
increases as may be approved from time to time by the Company,
with an annual bonus opportunity of up to 75% of his annual
salary rate, which reflect his salary and bonus opportunity
previously in effect as of January 1, 2017. Mr. Wilcoxs Prior
Agreement had initially provided for a $256,000 annual base
salary (subject to increases as determined by the Companys Board
of Directors) and a bonus opportunity at an unspecified level.
Mr. Wilcoxs annual base salary rate effective>as of March 27,
2016 was $371,000, and his annual bonus opportunity for fiscal
2016 was 50% of his annual base salary rate.
involuntary termination without cause, resignation with good
reason or termination due to death or disability, Mr. Wilcox
would be entitled to receive severance in the form of (i) 50% of
his annual base salary amount payable in monthly installments
over a 12 month period (or 200% of his annual base salary amount
payable in monthly installments over a 24 month period in the
case of a buyers failure to assume the New Agreement or Mr.
Wilcoxs resignation with good reason following a change in
control); (ii) 12 months subsidized COBRA health continuation
benefits and (iii) a pro-rata bonus for the year of termination.
The severance benefit rights are contingent upon Mr. Wilcoxs
continued compliance with the terms of his Non-Solicitation,
Non-Competition and Confidentiality Agreement that he entered
into simultaneously with the New Agreement and Mr. Wilcoxs
execution of a general release of claims in favor of the Company
at the time of such future termination of employment. In the
event that Mr. Wilcox becomes entitled to receive the enhanced
severance amounts described above following a change in control
of the Company and he subsequently commences employment with a
new employer, his severance compensation will end as of the later
of (i) his commencing such other employment or (ii) one year
after the date of his employment termination.
to receive severance in the form of 50% of his annual base salary
amount payable in monthly installments over a 12 month period and
12 months subsidized COBRA health continuation benefits in the
event of his involuntary termination without cause.
Agreement that he entered into simultaneously with the New
Agreement contains restrictive covenants similar to those
restrictive covenants that were previously included in his Prior
Agreement, including a two-year post-termination of employment
covenant not to compete with the Company and its affiliates.
About American Renal Associates Holdings, Inc. (NYSE:ARA)
American Renal Associates Holdings, Inc. is a dialysis services provider in the United States. The Company focuses on joint venture partnerships with physicians. The Company’s segment is the ownership and operation of dialysis clinics. It provides patient care and clinical outcomes to patients suffering from the advanced stage of chronic kidney disease, known as end stage renal disease (ESRD). It operates clinics through a joint venture (JV) model, in which it partners with local nephrologists to develop, own and operate dialysis clinics. Each of its clinics is maintained as a separate joint venture in which it has the controlling interest, and its nephrologist partners and other joint venture partners have a non-controlling interest. The Company opens over 20 de novo clinics each year. The Company has owned and operated over 190 dialysis clinics in partnership with approximately 350 nephrologist partners treating over 13,000 patients in over 20 states and the District of Columbia.