The Providence Service Corporation (NASDAQ:PRSC) 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 Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of The Providence Service Corporation (the “Company”) approved compensation terms for 2019 for R. Carter Pate, the Company’s Interim Chief Executive Officer, which increased his compensation in recognition of Mr. Pate’s performance in 2018 in connection with several key projects including the Company’s previously announced organizational consolidation plan, LogistiCare Solutions, LLC’s acquisition of Circulation, Inc., and the sale of the Company’s WD Services segment, and in anticipation of his continued contributions in 2019.
The Committee increased Mr. Pate’s base salary from $500,000 to $750,000, retroactive to January 1, 2019. Mr. Pate will also be eligible for a cash bonus payment (the “2019 Bonus”) under the Company’s 2019 Annual Incentive Program, with a target amount of $750,000. Mr. Pate will not be paid the 2019 Bonus unless he remains employed with the Company through December 31, 2019. In addition, The Committee granted Mr. Pate an award of 23,317 shares of restricted stock (the “Restricted Shares”), representing a value of $1,500,000 based on the closing price per share of the Company’s stock on the grant date. The Restricted Shares will become vested if Mr. Pate remains employed with the Company through December 31, 2019.
If the Company terminates Mr. Pate’s employment during 2019 because his services are no longer required, the Restricted Shares will vest and Mr. Pate will be entitled to the remaining unpaid portion of his 2019 base salary and payment of the 2019 Bonus in an amount based on actual achievement of the performance measures.
If a change in control of the Company occurs during 2019, the Restricted Shares will vest and Mr. Pate will be entitled to the remaining unpaid portion of his 2019 base salary and payment of the 2019 Bonus at the target level.
Mr. Pate’s employment agreement, previously filed on November 15, 2017, will be amended to reflect the terms above. All other terms of Mr. Pate’s employment agreement will remain in effect.
About The Providence Service Corporation (NASDAQ:PRSC)
The Providence Service Corporation is a holding company. The Company, through its subsidiaries, provides critical healthcare and workforce development services. It operates in over two industry sectors, including the United States healthcare and global workforce development, through its three operating segments: Non-Emergency Transportation Services (NET Services), Workforce Development Services (WD Services) and Health Assessment Services (HA Services). The NET Services segment coordinates non-emergency transportation for individuals whose limited mobility and/or financial resources would otherwise hinder them from accessing necessary healthcare and social services. The WD Services segment provides employability and offender rehabilitation services to eligible participants of government sponsored programs. The HA Services segment provides care optimization and delivery solutions, including various health assessments for health plans, as well as in-home care management offerings.
