Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On April 29, 2020, Rachel Wilson was appointed to serve as the Chief
Financial Officer and Treasurer of R1 RCM Inc. (the "Company") effective June 1,
2020.
Ms. Wilson, age 48, has served as Senior Vice President, Chief Financial
Officer, Data Centers of Iron Mountain Incorporated since May 2018. Prior to
that, Ms. Wilson served as Senior Vice President, Finance of Iron Mountain, from
June 2016 to May 2018, where she led Treasury and Enterprise FP&A. Prior to
joining Iron Mountain, Ms. Wilson served as Vice President, Financial and
Investor Relations for the Jarden Corporation from 2013 up until their sale to
Newell Rubbermaid. Ms. Wilson also served as a Group Vice President in corporate
strategy and business development roles with Avon Products, Inc., was a Managing
Director in corporate finance at Citigroup, and served in corporate finance and
M&A investment banking roles with Morgan Stanley. Ms. Wilson brings 25 years of
experience in capital markets, financial planning and analysis, and investment
banking. Ms. Wilson also currently serves on the SEC's Fixed Income Market
Structure Advisory Committee (FIMSAC).
In connection with Ms. Wilson's appointment as Chief Financial Officer and
Treasurer, Ms. Wilson and the Company entered into an offer letter agreement,
dated April 29, 2020, providing for at-will employment for an indefinite term,
an annual base salary of $465,000, an annual discretionary target bonus
opportunity of 80% of base salary, a sign-on bonus of $250,000, and eligibility
to participate in the employee benefit programs of the Company generally
available to senior executives of the Company. In addition, Ms. Wilson is
expected to relocate to Chicago in the future and she will be entitled to
relocation benefits in accordance with the Company's relocation program.
Pursuant to the offer letter agreement, Ms. Wilson will receive an initial
performance-based restricted stock unit ("PBRSU") award of an amount of shares
of the Company's common stock equaling $800,000 based on the Company's stock
price at the date of grant. The PBRSUs will be subject to targets and vesting to
be set by the Human Capital Committee of the Company's Board of Directors.
Additionally, beginning in 2021, Ms. Wilson will be entitled to participate in
the Company's long-term incentive program, for which the target amounts of
annual equity grants will equal 200% of her base salary.
In the event that Ms. Wilson's employment with the Company is terminated by the
Company without Cause (as defined in the offer letter agreement), in addition to
any earned but unpaid salary and her accrued and vested benefits under the
employee benefit programs of the Company, which are payable upon any termination
of employment, Ms. Wilson also will be entitled to receive continued salary and
health benefits for a period of 12 months following the date of such
termination, subject to the mitigation provisions of the offer letter agreement.
Ms. Wilson will be subject to non-competition and non-solicitation covenants
that prohibit her from engaging in certain restricted activities (including
competition and solicitation of employees and customers of the Company) for 12
months (in the case of the non-competition covenant) or 18 months (in the case
of the non-solicitation covenant) following her termination of service with the
Company. Ms. Wilson will also be subject to confidentiality restrictions and
inventions assignment obligations applicable during and after the period of her
service with the Company that protect the Company's proprietary information.
In addition, the Company has entered into an indemnification agreement with Ms.
Wilson in the form that the Company has entered into with its directors and
other executive officers. Such agreement provides that the Company will
indemnify Ms. Wilson to the fullest extent permitted by law for claims arising
in her capacity as an executive officer of the Company, provided that she acted
in good faith and in a manner that she reasonably believed to be in, or not
opposed to, the Company's best interests and, with respect to any criminal
proceeding, had no reasonable cause to believe that her conduct was unlawful. In
the event that the Company does not assume the defense of a claim against Ms.
Wilson, the Company will be required to advance her expenses in connection with
her defense, provided that she undertakes to repay all amounts advanced if it is
ultimately determined that she is not entitled to be indemnified by the Company.
Ms. Wilson is not a party to any transaction, or series of transactions,
involving the Company required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
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(b) Effective as of the start date of Ms. Wilson's employment with the Company,
Richard B. Evans, Jr., who is currently serving as Interim Chief Financial
Officer and Treasurer, will remain in the positions of Senior Vice President,
Chief Accounting Officer and Corporate Controller of the Company.
A copy of the press release announcing these changes is attached hereto as
Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit Number Description
99.1 Press Release dated May 4, 2020
104 Cover Page Interactive Data File - the cover page iXBRL tags are
embedded within the Inline XBRL document.
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