Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Jonathan Mayhew as Chief Executive Officer
The Board of Directors of the Company (the "Board") appointed Jonathan Mayhew,
age 57, to serve as the Chief Executive Officer (the "CEO") of the Company, with
an employment commencement date of April 12, 2021, subject to mutual execution
of a final employment agreement.
Prior to his appointment as CEO, Mr. Mayhew most recently served as Executive
Vice President and Chief Transformation Officer of CVS Health, where he had
enterprise-wide oversight of the entire portfolio of CVS business transformation
initiatives and played a key role in shaping CVS Health's integrated value
story. Previously, he was President of U.S. Markets for the Aetna Health Care
Business, where he was responsible for $52B in revenue and $4.3B in operating
income for all commercial and Medicare lines of business. Prior to joining
Aetna, Mr. Mayhew was a founding principal, CEO and President of Freedom
Disability.
Mr. Mayhew has no family relationship with any of the executive officers or
directors of the Company. There have been no transactions in the past two years
to which the Company or any of its subsidiaries was or is to be a party, in
which Mr. Mayhew had, or will have, a direct or indirect material interest.
Current CEO, Mr. Terren Peizer was named Executive Chairman effective upon Mr.
Mayhew's employment commencement date and will continue to serve as Chairman of
the Ontrak Board and remains majority shareholder.
Mayhew Employment Agreement
Under the terms of an offer accepted by Mr. Mayhew in connection with his hiring
as CEO of the Company, his base salary will be $525,000 and he is eligible to
participate in the Company's discretionary performance bonus plan with a target
bonus equal to one year's salary based in part on performance by the Company and
the executive and the Company's common stock price. In addition, the offer
provides that Mr. Mayhew will receive an initial grant of 400,000 stock options
to purchase shares of Company common stock with a per share exercise price equal
to the closing price of a share on the date the option is granted and subject to
all of the provisions of the Company's 2017 Stock Incentive Plan (the "Plan"),
vesting over three years from date of its grant. The Company expects to enter
into an employment agreement with Mr. Mayhew prior to his employment
commencement date.
A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated March 16 , 2021.
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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ONTRAK, INC. 
