Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 14, 2020, the Board of Directors (the "Board") of PRA Health
Sciences, Inc. (the "Company") determined to increase the size of the Board to
seven members and elected Glen Stettin, M.D. as an independent Class I director
of the Company, effective September 14, 2020, to fill a vacancy. The Company
expects Dr. Stettin to stand for election at the annual meeting of stockholders
in 2021.
Dr. Stettin has served as Senior Vice President and Chief Innovation Officer at
Express Scripts & Cigna Services, a division of Cigna Corporation, since April
2020, where he heads up research and development, patient and physician
experience, product development and management focused on new clinical solutions
and data, analysis and platforms as services. From April 2012 to April 2020, Dr.
Stettin served as Senior Vice President and Chief Innovation Officer of Express
Scripts, which was acquired by Cigna Corporation in 2018. Dr. Stettin joined
Express Scripts when the company merged with Medco Health Solutions, Inc. in
April 2012. During his 17 years at Medco, he served in leadership roles in the
clinical, operations, technology and product organizations.
Dr. Stettin earned his bachelor and medical degrees through Lehigh University
and the Medical College of Pennsylvania. He completed his residency in internal
medicine at the University of California, San Francisco, where he also served as
Medical Chief Resident at Moffitt-Long Hospital, Fellow in cardiology and Robert
Wood Johnson Foundation Clinical Scholar at UCSF and Stanford University.
Dr. Stettin's compensation for his services as a director will be consistent
with that of the Company's other non-employee directors, except that his
compensation will be prorated to reflect the portion of the year remaining.
Accordingly, he will receive the pro rata portion of the annual board member
retainer for service on the Board (currently $60,000 per year). Dr. Stettin will
also receive the pro rata portion of the Company's annual board member equity
award of restricted stock (currently based on a grant date fair value of
$125,000 per year).
Other than the standard compensation arrangements described above, there are no
arrangements or understandings between Dr. Stettin and any other person pursuant
to which he was elected as a director. Dr. Stettin is not a party to any
transaction that would require disclosure under Item 404(a) of Regulation S-K.
The Company's new Form of Restricted Stock Grant Notice and Agreement for awards
of restricted stock to directors is included as Exhibit 10.1 to this Current
Report on Form 8-K. A copy of the press release issued by the Company to
announce the election of Dr. Stettin as a director is included as Exhibit 99.1
to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
Exhibit Description
Form of Restricted Stock Grant Notice and Agreement under the PRA Health
10.1 Sciences, Inc. 2020 Stock Incentive Plan
99.1 Press Release dated September 15, 2020
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PRA HEALTH SCIENCES, INC. 
