EXPRESS SCRIPTS HOLDING COMPANY (NASDAQ:ESRX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October24, 2017, Express Scripts Holding Company (the “Company”) announced the appointment of James M. Havel as Executive Vice President and Chief Financial Officer and principal financial officer of the Company and certain employment and compensation arrangements, including his Executive Employment Agreement and indemnification agreement.
On December13, 2017, the Board of Directors approved Mr.Havel’s initial base annual salary of $750,000 and his target bonus opportunity of 50% of base salary for 2017, with amounts to be prorated to reflect his time in his position. The Board of Directors also approved his award of a one-time restricted stock unit grant under the Express Scripts Holding Company 2016 Long-Term Incentive Plan (the “2016 LTIP”) valued at $2,500,000, with an effective date of December15, 2017. Such grant will vest on October31, 2020, subject to accelerated vesting if Mr.Havel’s employment is terminated without cause and he assists with the successful identification and onboarding of his successor. Beginning in 2018, he will be eligible for annual equity grants under the 2016 LTIP, with an initial target equity award grant date value of $2,750,000, split evenly among non-qualified stock options, restricted stock units, and performance share units. The terms of the awards are consistent with the annual award program for other senior executives. Mr.Havel will be eligible to participate in Express Scripts’ basic benefit plans and the Company’s Executive Deferred Compensation Plan (the “Deferred Compensation Plan”), and to receive a Company contribution equal to 6% of his total annual cash compensation under the Deferred Compensation Plan, all in accordance with the Company’s customary terms and policies and consistent with other senior executives.
A description of the terms of senior executives’ compensation, the 2016 LTIP and the Deferred Compensation Plan is set forth in the Company’s Definitive Proxy Statement on Schedule 14A dated March17, 2017, for the Company’s 2017 annual meeting of stockholders (the “2017 Proxy Statement”). The Executive Employment Agreement is substantially similar to the form of Executive Employment Agreement used with all other senior executives (other than the CEO), which was previously described in the 2017 Proxy Statement and a copy of which has been filed as Exhibit 10.1 to the Company’s Current Report on Form8-Kdated March8, 2017. The indemnification agreement to be entered into with Mr.Havel is substantially similar to the form of indemnification agreement used with all other senior executives, which was previously described in the Company’s Current Report on Form 8-K dated March5, 2014 and a copy of which has been filed as Exhibit 10.1 thereto.
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