Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Hanger, Inc. (the "Company") today announced that, effective November 2, 2020,
Peter A. Stoy, has been appointed Executive Vice President and Chief Operating
Officer of the Company and will lead the Patient Care segment, along with the
supply chain and mergers & acquisitions functions. The new position of Chief
Operating Officer aligns the Company's Patient Care segment to reflect the
increasing complexity, growth opportunities, and interdependencies of clinic
operations, sales, marketing, supply chain management, as well as strategic
oversight of the Company's corporate and business development programs.
Mr. Stoy, 46, was most recently East Region President of Sodexo, a food services
and facilities management company, since 2018, where he was responsible for all
operations, including thousands of provider and hospital-based support service
employees. Prior to that, he served in leadership positions at McKesson
Corporation from 2014 to 2018, where he oversaw the multi-billion dollar
McKesson U.S. Pharmaceutical Health System segment. Mr. Stoy also held senior
positions in hospital sales and pharmaceutical distribution during his 13-year
employment at Cardinal Health. Mr. Stoy serves on the Board of Directors of
TransSouth Logistics. He earned his Master of Business Administration from
Franklin University and his undergraduate degree from Ohio University, and has
been designated as a Fellow of the American College of Healthcare Executives
In connection with Mr. Stoy's appointment as Executive Vice President and Chief
Operating Officer of the Company, Mr. Stoy entered into an employment and
non-compete agreement with the Company, effective as of November 2, 2020 (the
"Agreement"), which provides for a commencement date of November 2, 2020 and the
continued employment of Mr. Stoy unless the Agreement is terminated by either
party pursuant to the terms therein. The Agreement provides that Mr. Stoy will
receive a base salary of $425,000 and is eligible to receive annual bonus
compensation, commencing with the 2021 calendar year, with a target amount equal
to fifty-five percent (55%) of Mr. Stoy's base salary. The Agreement provides
that Mr. Stoy will receive a special, one-time signing bonus in the gross amount
of $90,000 payable in January 2021. Additionally, in lieu of the Company's
standard relocation package, the Company will provide Mr. Stoy with a gross
payment of $100,000 payable in equal monthly installments over six months, as
well as reimbursement of certain moving expenses. The Agreement also provides
that Mr. Stoy will receive a special, one-time grant of restricted shares of the
Company's stock with a grant date value equal to $200,000 (the "Sign-On Grant)
and a four year ratable vesting period, provided that the vesting of the
restricted shares will be subject to Mr. Stoy's relocation to the Austin, Texas
area. The Agreement also entitles Mr. Stoy to certain perquisites that were
offered to him to complete his overall annual compensation package that are
commensurate with perquisites provided to similarly situated executives of the
The Agreement contains a severance benefit under which, upon the termination of
Mr. Stoy's employment without cause, he will receive, in addition to accrued but
unpaid salary and bonus, a severance payment equal to one and one-half times the
sum of his base salary and target bonus, as well as reimbursement for the
continuation of certain welfare and perquisite benefits for a period of 18
months. The Agreement also provides that if Mr. Stoy's employment is terminated
within two years after a change in control of the Company either (i)
involuntarily and not as a result of death, disability or cause, or (ii) by Mr.
Stoy for "good reason" after the occurrence of a material diminution of his
responsibilities, an intended relocation of his principal site of employment
more than 50 miles from his then current location or certain breaches of the
Agreement by the Company or the acquiring company, then Mr. Stoy would receive
reimbursement for the continuation of certain welfare and perquisite benefits
for a period of 24 months and a severance payment equal to two times the sum of
his base salary and target bonus. In the event of his death or disability, Mr.
Stoy or his estate would receive a payment equal to his base salary at the
annual rate in effect and a pro rata portion of his bonus.
All equity-based awards granted to Mr. Stoy, including the Sign-On Grant, will
immediately vest on the date of his termination, if such termination is by
reason of his death or disability, termination without cause, retirement upon or
after age 65 or for good reason following a change in control.
Additionally, the Agreement contains non-compete and non-solicitation covenants
consistent with those provided to other executive officers of the Company.
There is no arrangement or understanding between Mr. Stoy and any other person
pursuant to which Mr. Stoy was appointed as an officer of the Company, and there
are no transactions in which Mr. Stoy has an interest requiring disclosure under
Item 404(a) of Regulation S-K. No director or executive officer of the Company
has any family relationship with Mr. Stoy.
The Company issued on October 14, 2020 a press release announcing Mr. Stoy's
appointment as Executive Vice President and Chief Operating Officer of the
Company, which press release is filed herewith as Exhibit 99.1.
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