Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. OnJanuary 5, 2022 the Board of Directors ofPrivia Health Group, Inc. (the "Company") appointedJeffrey S. Sherman as the Company's Chief Financial Officer, with employment beginning effectiveJanuary 1, 2022 .Mr. Sherman replacedDavid Mountcastle as Company's Chief Financial Officer and principal accounting officer effectiveJanuary 5, 2022 , andMr. Mountcastle will remain employed by the Company for a transition period throughMarch 31, 2022 .Mr. Sherman will serve as the Company's principal accounting officer until a successor principal accounting officer is appointed.Mr. Sherman , age 56, most recently served as the Executive Vice President, Chief Financial Officer and Treasurer at HMS, a technology, analytics and engagement solutions provider helping organizations reduce costs and improve health outcomes, fromSeptember 2014 toApril 2021 . Prior to joining HMS,Mr. Sherman served as Executive Vice President and Chief Financial Officer ofAccentCare , a healthcare delivery organization, fromSeptember 2013 toAugust 2014 . FromApril 2009 toSeptember 2013 , he served as Executive Vice President and Chief Financial Officer ofLifepoint Hospitals, Inc. FromSeptember 2005 untilApril 2009 ,Mr. Sherman served as Vice President and Treasurer of Tenet Healthcare, where he managed all aspects of corporate finance, including cash flow management and capital structure, and was also responsible for risk management. From 1990 toSeptember 2005 ,Mr. Sherman served in various capacities for Tenet Healthcare and its predecessor company, including as a hospital chief financial officer and regional vice president.Mr. Sherman received a bachelor's degree in Finance/Accounting from theUniversity of Colorado , Boulder, and an Executive MBA from theUniversity of California . Sherman Employment Agreement In connection with his appointment, the Company entered into an employment agreement (the "Employment Agreement") withMr. Sherman . Either party may terminate the Employment Agreement at any time upon 30 days' written notice, or immediately in the event of a termination for cause by the company or for a resignation with good reason. The Employment Agreement provides for an annual base salary of$450,000 , and an annual performance bonus target of 100% of annual base salary.Mr. Sherman is eligible for annual equity grants and compensation adjustments commensurate with the chief executive level band, as determined by the Compensation Committee of the Board of Directors, starting in 2023.Mr. Sherman received a sign-on equity grant consisting of stock options valued at$2.9 million and restricted stock units valued at$1.6 million . In the event that the Company terminates the Employment Agreement without "cause", orMr. Sherman resigns for "good reason" (each as defined in the Employment Agreement), subject to his execution and non-revocation of a release of claims within the 60 day period following the date of such termination of his employment, he will be eligible to receive for a six month severance period (a) a monthly severance amount equal to his monthly base salary and (b) continued health benefits. Under the Employment Agreement,Mr. Sherman has agreed not to compete with the Company during the term of his employment and for the 12-month period following termination of his employment. In addition,Mr. Sherman has agreed not to solicit any of the Company's clients, employees or consultants during the 24-month restricted period following the termination of his employment for any reason. A copy of the Employment Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02. The foregoing summary of the Employment Agreement is qualified in its entirety by reference to the text of the Employment Agreement filed herewith. Mountcastle Transition Letter In connection withMr. Mountcastle's transition, the Company entered into a transition letter agreement (the "Transition Agreement") withMr. Mountcastle . Pursuant to the Transition Agreement,Mr. Mountcastle agreed to remain employed by the Company and transition his knowledge, duties and roles toMr. Sherman untilMarch 31, 2022 (the "Transition Period").Mr. Mountcastle will be entitled to distribution of his 2021 bonus and will receive his full 2021 bonus at the current accrual level as modified by the Compensation Committee of the Board of Directors. During the Transition period,Mr. Mountcastle will continue to receive his current salary and benefits. At
--------------------------------------------------------------------------------
the end of the Transition Period, the Company will pay
On
The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibit: Exhibit No. Description 10.1 Employment Agreement, dated as ofJanuary 2, 2022 , between the Company andJeffrey S. Sherman . 10.2 Transition Letter Agreement, dated as ofJanuary 6, 2022 , between the Company andDavid Mountcastle . 99.1 Press release datedJanuary 6, 2022 .
--------------------------------------------------------------------------------
© Edgar Online, source