Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 25, 2022, Mr. Robert Rebak tendered his resignation from the board of
directors (the "Board") of Ontrak, Inc. (the "Company") and from each committee
of the Board on which he served, effective immediately. Mr. Rebak served on the
Nominations and Governance Committee and the Compensation Committee of the
Board. Mr. Rebak's decision to resign was for personal reasons and not due to
any disagreement on any matter relating to the Company's operations, policies or
practices.
On August 26, 2022, upon the recommendation of its Nominations and Governance
Committee, the Board (i) reduced the authorized number of directors to three
effective as of immediately before the Company's annual meeting of stockholders
scheduled to be held at noon Pacific time on August 29, 2022 (the "Annual
Meeting"), (ii) increased the authorized number of directors to four effective
as of immediately after the Annual Meeting, and (iii) appointed James Messina to
serve on the Board and on its Audit Committee, Nominations and Governance
Committee, and Compensation Committee, in each case, effective as of immediately
after the Annual Meeting. The Board determined that Mr. Messina is an
independent director under applicable SEC and Nasdaq rules and satisfied the
Nasdaq rules applicable to service on the Audit Committee and Compensation
Committee.
Mr. Messina is a Co-Founder and General Partner of Seattle Hill Ventures and x4
Capital Partners, which invest in, and support, startup ventures by providing
business development, marketing, operating and technology support. Previously,
Mr. Messina was the Executive Vice President and Chief Operating Officer for
Premera Blue Cross ("Premera"). He was responsible for effectively servicing the
needs of Premera's customers with oversight of all operational functions, from
customer service to claims processing. Mr. Messina also led Sales and Marketing,
responsible for growth and earnings across all markets and business lines
throughout the Premera family of companies. Prior to joining Premera, Mr.
Messina served as President and Chief Executive Officer of CareSite Pharmacies.
He previously served as Chief Executive Officer and President of HealthMarket, a
consumer-driven insurance company. Mr. Messina also served in senior level roles
at CIGNA and UnitedHealth Group.
Mr. Messina has no family relationship with any of the executive officers or
directors of the Company. There have been no transactions in which Mr. Messina
had, or will have, a direct or indirect material interest requiring disclosure
under Item 404(a) of Regulation S-K. There was no arrangement or understanding
between Mr. Messina and any other person pursuant to which Mr. Messina was
appointed to the Board.
Item 8.01 Other Events.
As a result of Mr. Rebak's resignation, there will be three nominees for
director to be voted on at the Annual Meeting, and proxies and voting
instructions for Mr. Rebak's election to the Board will be disregarded.
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ONTRAK, INC. 
