Item 5.02. Departure of Director or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 24, 2022, the Compensation Committee of the Board of Directors of
the Company approved the following compensation for Mr. Davis for 2022: an
annual base salary ("Base Salary") of $800,000; a target cash incentive
compensation award ("Annual Bonus") of 100% of Base Salary; and a target
long-term incentive award ("LTI Award") for 2022 with a grant date fair value of
$4,880,649. Mr. Davis's Annual Bonus is made pursuant to the Company's Senior
Management Incentive Plan and Mr. Davis's LTI Award is made pursuant to the
Company's Amended and Restated Employee Long-Term Incentive Plan. The LTI Award
consists of 50% performance shares (3-year performance period), 25% stock
options and 25% restricted stock units. The performance measures for the
performance shares, and the relative weighting of the metrics, are: compound
annual growth of the Company's base business revenues (35% weight); cumulative
COVID-19 testing revenues (15% weight); average return on invested capital (30%
weight); and relative total shareholder return (20% weight). The terms of the
Annual Bonus and LTI Award, including the performance metrics, are substantially
the same as the terms of the Annual Bonus and LTI Awards granted to the
Company's other executive officers.
Item 9.01. Financial Statements and Exhibits
d. Exhibit
104 The cover page from this current report on Form 8-K, formatted in Inline
XBRL.
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