TABULA RASA HEALTHCARE,INC (NASDAQ:TRHC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k

6 years ago

TABULA RASA HEALTHCARE,INC (NASDAQ:TRHC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On February26, 2018, the Board of Directors (the “Board”) of Tabula Rasa HealthCare,Inc. (the “Company”) appointed Andrea C. Speers the principal accounting officer of the Company. The appointment was effective immediately. Ms.Speers replaces Brian W. Adams who will remain the Chief Financial Officer and Principal Financial Officer of the Company.

Ms.Speers, 37, has been the Company’s Corporate Controller since September2015 and, prior thereto, served in a variety of roles with the Company and its predecessor, CareKinesis,Inc., with increasing levels of responsibility including Accounting Manager from February2012 through March2014 and Director of Accounting Operations from March2014 through September2015. Prior to joining CareKinesis,Inc., Ms.Speers served as a senior financial analyst at KPMG LLP from February2008 through February2012. Ms.Speers holds a Bachelor of Business Administration in Accounting from St. Mary’s University and a Masters in Accounting from the University of Texas at San Antonio.

There are no arrangements or understandings between Ms.Speers and any other person to which she was appointed as the principal accounting officer of the Company. Ms.Speers has no familial relationships with any executive officer or director of the Company and there have been no transactions in which the Company has participated and in which Ms.Speers had a direct or indirect material interest that would be required to be disclosed under Item 404(a)of Regulation S-K.

Description of New Executive Change in Control and Severance Agreements

On February26, 2018, the Company entered into change in control (“CIC”) and severance agreements with each of our named executive officers: Dr.Calvin Knowlton, Dr.Orsula Knowlton, and Brian Adams. Certain key terms of these agreements are described below, subject in all respects to the text of the agreements being filed herewith. These agreements supersede and replace the existing employment agreements with each of the executives dated April1, 2017.

Each agreement will have an initial 3-year term effective as of January1, 2018 and will automatically renew for successive one year periods thereafter unless notice of non-renewal is given 90 days prior to the expiration of the renewal date or they are otherwise terminated to their terms. The agreements provide that if the executive is terminated without cause or resigns for good reason and executes (and does not revoke) a release, then he or she will receive, in addition certain other earned, but unpaid, amounts, (i)continuation of base salary for the severance term; (ii)health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”), for the severance term, provided that the executive pays the monthly COBRA costs and any benefits will be reduced or eliminated if the executive becomes entitled to duplicative coverage; and (iii)reimbursement for the reasonable costs of outplacement services incurred (up to a specified maximum) within the outplacement benefit term. The other earned, but unpaid, amounts consist of any unpaid base salary, other accrued amounts, and, for a termination other than for cause at least six months following the

commencement of the applicable performance period, a prorated bonus for such performance period based on the portion of the performance period prior to the executive’s termination of employment that is calculated based on the target bonus amount. If the executive dies, then the executive’s estate will receive, in addition to other earned, but unpaid, amounts, a lump sum payment of the executive’s base salary for the severance term and all outstanding equity grants will become fully vested and exercisable. If the executive’s employment is terminated due to disability, then the executive will only be entitled to any amounts earned, but unpaid.

Additionally, the agreements provide that in addition to the above severance benefits, if the executive’s employment is terminated without cause or by the executive for good reason within 90 days prior to a CIC, provided that a CIC actually occurs, or within two years after the CIC, then all of the executive’s outstanding equity will become fully vested and exercisable.

Each agreement includes an appendix that sets forth the applicable material terms for each executive, including the following terms:

Dr.CalvinKnowlton	Dr.OrsulaKnowlton	BrianAdams
Base Salary	$550,000	$450,000	$400,000
Target Incentive Bonus	50% of Base Salary	75% of Base Salary	60% of Base Salary
Severance Term	24 months	24 months	18 months

The agreements contain restrictive covenants to which the executives have agreed to refrain from competing with us or soliciting our employees or customers for a period following the executive’s termination of employment. The restrictive covenants apply for the duration of the applicable severance term.

Payments and benefits under the agreements are reduced to the maximum amount that does not trigger the excise tax under Code sections 280G and 4999 unless the executive would be better off, on an after-tax basis, had the executive received all payments and benefits and paid all applicable excise and income taxes.

The foregoing is a summary description of certain terms of the agreements for each of Dr.Calvin Knowlton, Dr.Orsula Knowlton and Mr.Adams and, by its nature, is incomplete. It is qualified in its entirety by the text of the agreements for each of Dr.Calvin Knowlton, Dr.Orsula Knowlton and Mr.Adams attached as Exhibits 10.1, 10.2 and 10.3, respectively, to this Form8-K and incorporated herein by reference. All readers are encouraged to read the entire text of the agreements.

Description of Amendment to the Annual Incentive Plan

On February26, 2018, the Compensation Committee of the Board approved an amendment, effective January1, 2018, to the Company’ Annual Incentive Plan (the “AIP”), which was previously adopted on April25, 2017, to allow payment of awards under the AIP to be made in the form of cash, equity, or other consideration determined in the discretion of the Compensation Committee, or a combination of the foregoing.

The foregoing is a summary description of the amendment to the AIP and, by its nature, is incomplete. It is qualified in its entirety by the text of the amendment attached as Exhibit10.4 to

this Form8-K and incorporated herein by reference. All readers are encouraged to read the entire text of the amendment.

Item 8.01. Other Events.

On February26, 2018, the Board appointed Dennis K. Helling to the Company’s Nominating and Corporate Governance Committee, effective immediately, replacing A Gordon Tunstall, who will no longer serve as a member of the Company’s Nominating and Corporate Governance Committee but will continue to serve as a director and as the chairman of the Company’s Audit Committee and a member of the Compensation Committee.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

ExhibitNumber	Description
10.1	Change-in-Control and Severance Agreement, dated February26, 2018, between Dr.Calvin Knowlton and the Company
10.2	Change-in-Control and Severance Agreement, dated February26, 2018, between Dr.Orsula Knowlton and the Company
10.3	Change-in-Control and Severance Agreement, dated February26, 2018, between Brian Adams and the Company
10.4	First Amendment to the Tabula Rasa Healthcare,Inc. Annual Incentive Plan, dated February26, 2018

Tabula Rasa HealthCare, Inc. ExhibitEX-10.1 2 a18-6688_2ex10d1.htm EX-10.1 Exhibit 10.1 CHANGE-IN-CONTROL AND SEVERANCE AGREEMENT THIS CHANGE-IN-CONTROL AND SEVERANCE AGREEMENT (this Agreement) is entered into on January 1,…To view the full exhibit click here
About TABULA RASA HEALTHCARE,INC (NASDAQ:TRHC)
Tabula Rasa HealthCare, Inc. (Tabula Rasa), formerly CareKinesis, Inc., is a provider of patient-specific, data-driven technology and solutions that enable healthcare organizations to optimize medication regimens to improve patient outcomes, reduce hospitalizations and manage risk. The Company delivers its solutions through a suite of technology-enabled products and services for medication risk management, which includes bundled prescription fulfillment and adherence packaging services for client populations with complex prescription needs. It also provides risk adjustment services, which help its clients to properly characterize a patient’s acuity, or severity of health condition, and optimize the associated payments for care. The Company serves approximately 100 healthcare organizations that focus on populations with complex healthcare needs and extensive medication requirements. Its products and services are built around the Medication Risk Mitigation Matrix, or MRM Matrix.