Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Executive Officer Transition
On June 24, 2022, Chief Executive Officer Jonathan Mayhew gave notice of his
resignation. His resignation will be effective August 12, 2022.
On June 27, 2022, the Board of Directors (the "Board") of Ontrak, Inc. (the
"Company") appointed Terren S. Peizer, age 62, the Company's current Executive
Chairman, as Chief Executive Officer of the Company, effective August 12, 2022.
Mr. Peizer was not appointed as the Company's Chief Executive Officer pursuant
to any arrangement or understanding with any other person, and Mr. Peizer has no
family relationships with any current director, director nominee, or executive
officer of the Company. Mr. Peizer's biographical information is contained in
the Company's Form 10-K filed with the Securities and Exchange Commission on
April 15, 2022 (the "Form 10-K"). The Company and an affiliate of Mr. Peizer are
party to a Master Note Purchase Agreement, also known as "Keep Well Agreement,"
the terms of which are described in the Form 10-K.
Appointment of Brandon H. LaVerne as Co-President and Chief Operating Officer
On June 27, 2022, the Board appointed Brandon H. LaVerne, age 50, as
Co-President and Chief Operating Officer of the Company, effective immediately.
Mr. LaVerne has served as the Company's Chief Financial Officer from March 2020
until the date of his promotion, at which time the office of Chief Financial
Officer was transitioned to James J. Park (see discussion below). Mr. LaVerne's
biographical information is contained in the Company's Form 10-K. Mr. LaVerne
was not appointed as the Company's Co-President and Chief Operating Officer
pursuant to any arrangement or understanding with any other person, and Mr.
LaVerne has no family relationships with any current director, director nominee,
or executive officer of the Company.
Appointment of Mary Louise Osborne as Co-President
On June 27, 2022, the Board appointed Mary Louise Osborne, age 61, as
Co-President of the Company, effective immediately. Ms. Osborne will continue to
serve as the Company's Chief Customer Officer, a position she has held since
August 2021. Ms. Osborne's biographical information is contained in the
Company's Form 10-K. Ms. Osborne was not appointed as the Company's Co-President
pursuant to any arrangement or understanding with any other person, and Ms.
Osborne has no family relationships with any current director, director nominee,
or executive officer of the Company.
Appointment of James J. Park as Chief Financial Officer
On June 27, 2022, the Board appointed James J. Park, age 45, as Chief Financial
Officer of the Company, effective immediately. Mr. Park replaces Brandon H.
LaVerne as the Company's Chief Financial Officer. Mr. Park will continue to
serve as the Company's Chief Accounting Officer, a position he has held since
September 2019. Mr. Park's biographical information is contained in the
Company's Form 10-K. Mr. Park was not appointed as the Company's Chief Financial
Officer pursuant to any arrangement or understanding with any other person, and
Mr. Park has no family relationships with any current director, director
nominee, or executive officer of the Company.
Item 7.01 Regulation FD Disclosure.
On June 28, 2022, the Company issued a press release announcing the resignation
of Jonathan Mayhew, the appointment of Terren S. Peizer as Chief Executive
Officer following Mr. Mayhew's departure, the appointment of Brandon H. LaVerne
as Co-President and Chief Operating Officer, the appointment of Mary Louise
Osborne as Co-President, and the appointment of James J. Park as Chief Financial
Officer. A copy of the press release is attached as Exhibit 99.1 hereto and
incorporated by reference into this Item 7.01.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release dated June 28, 2022.
104 Cover Page Interactive Data File (formatted as inline XBRL).
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