Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June 28, 2021, Inovalon Holdings, Inc. (the "Company") announced the
appointment of Eron S. Kelly as the Company's new Corporate President, effective
June 28, 2021. As previously disclosed, the Company's former Corporate
President, Robert A. Wychulis, transitioned from the role of Corporate President
to that of an Inovalon Fellow on December 31, 2020. In his role as Corporate
President, Mr. Kelly, age 49, will lead and be responsible for the management,
operation, and results of the Company's multiple business units, their
respective growth, product offerings, value achievement, and performance, as
well as related support of customer and strategic relationships, total customer
experience, and industry leadership.
Prior to joining the Company, Mr. Kelly was an executive at Amazon where he
served as the General Manager of World-Wide Product Marketing for Amazon Web
Services (AWS) for more than 40 services across six major categories, including
Compute, Storage, Hybrid Cloud, Networking and Global Infrastructure, Business
Applications and End User Computing. Prior to joining Amazon in 2017, Mr. Kelly
served as the General Manager and World-Wide Sales Leader at Microsoft for their
cloud-based Office 365 suite where he was responsible for the go-to-market
strategy, sales execution, and global growth results, successfully increasing
enterprise sales from $3 billion to $7 billion over a three-year period.
Prior to joining Microsoft in 2000, Mr. Kelly served as an officer in the United
States Air Force as a Program Manager, Materials Directorate, at the Air Force
Research laboratory in Dayton, Ohio. He graduated cum laude with a Bachelor of
Science in Electrical Engineering from Princeton University, and received a
masters in business administration from Harvard Business School.
Mr. Kelly has entered into the Company's standard Employment Agreement for
executives (the "Employment Agreement"). There are no family relationships
between Mr. Kelly and any director, executive officer, or any person nominated
or chosen by the Company to become a director or executive officer. There are no
actual or proposed transactions between Mr. Kelly or any related persons (as
defined in Item 404(a) of Regulation S-K under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) and the Company that would require
disclosure under Item 404(a) of Regulation S-K under the Exchange Act other than
with respect to the terms of his engagement with the Company, as described
below.
Pursuant to the terms of his Employment Agreement, Mr. Kelly will receive an
annual base salary of $450,000 per year and be eligible for an annual
performance-based incentive bonus opportunity of up to 300% of his base salary
in a combination of cash and equity. In addition, Mr. Kelly will receive a
one-time equity award of $8,000,000 in the form of shares of restricted Class A
common stock of the Company, issuable under the Company's Amended & Restated
2015 Omnibus Equity Incentive Plan, with 50% of such initial award vesting
annually over a five year period, and the remaining 50% vesting annually subject
to the achievement of certain annual performance metrics, all as subject to
approval by the Board of Directors of the Company.
On June 28, 2021, the Company issued a press release announcing the appointment
of Mr. Kelly as Corporate President. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1* Press Release dated June 28, 2021
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Cover Page Interactive Data File
* Furnished herewith.
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