Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
Clinton Cain, the former Interim Chief Financial Officer, Senior Vice President
and Chief Accounting Officer of Regional Health Properties, Inc. (the
"Company"), resigned from all positions held at the Company effective August 15,
2020. The Company disclosed the resignation on a Current Report on Form 8-K
filed with the Securities and Exchange Commission (the "SEC") on July 29, 2020.
On September 2, 2020, the Company and Mr. Cain executed a Consulting Agreement,
effective August 16, 2020, pursuant to which Mr. Cain agreed to provide the
Company certain consulting and transition services and to serve, on an interim
basis, as the Company's principal financial officer and principal accounting
officer. The Consulting Agreement provides compensation to Mr. Cain of up to
$165 per hour depending on the nature of tasks required.
Mr. Cain ceased serving as the principal financial officer and principal
accounting officer, on an interim basis, on September 8, 2020, upon Benjamin A.
Waites commencing his service as the Company's Chief Financial Officer and Vice
President. Mr. Waites's appointment as the Company's Chief Financial Officer and
Vice President was disclosed in the Company's Current Report on Form 8-K filed
with the SEC on September 24, 2020.
Mr. Cain had served as the Company's Interim Chief Financial Officer, Senior
Vice President and Chief Accounting Officer from October 18, 2017 to August 15,
2020, and the Company's Senior Vice President, Chief Accounting Officer and
Controller from February 4, 2016 to October 17, 2017. Mr. Cain's compensation
arrangements with the Company for his service are disclosed under the section
"Executive Compensation" in the Company's Proxy Statement for the Company's 2020
Annual Meeting of Shareholders, filed with the SEC on November 5, 2020, and such
disclosure is incorporated herein by reference.
Mr. Cain, age 40, previously served as Vice President of Finance at the Company
beginning September 2014, before which time he worked as a Senior Financial
Analyst at the Company beginning in June 2011. Prior to joining the Company, Mr.
Cain worked as an audit associate at Habif, Arogeti & Wynne, LLP, in Atlanta,
Georgia, and Huber, Erickson, and Bowman, LLC, in Salt Lake City, Utah, both
certified public accounting firms.
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REGIONAL HEALTH PROPERTIES, INC. 
