Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 17, 2021, the board of directors (the "Board") of SCP & CO Healthcare
Acquisition Company (the "Company") appointed Dr. Mohit Kaushal to the Board.
Dr. Kaushal was appointed to serve as a Class II director with a term expiring
at the Company's second annual meeting of stockholders.
Dr. Mohit Kaushal is currently a senior advisor at General Atlantic and has had
an extensive career within investing, technology, clinical medicine/academia and
public policy. Dr. Kaushal has been an investor in Humedica (acquired by Optum
Health), Rxante (acquired by Millennium), Change Healthcare (acquired by
Emdeon), and Wellframe. Dr. Kaushal is a board member of Rxante, Gravie, Array
Behavioral Health and Oak Street Health (NYSE: OSH) and previously has served as
a board member of Universal American (NYSE: UAM) (acquired by WellCare
(NYSE:WCG)), and Citius Tech (acquired by Baring). During the Obama
administration, Dr. Kaushal was a member of the White House Health IT task
force, a cross agency team implementing the technology aspects of the Affordable
Care Act, during which time Dr. Kaushal testified to Congress on the application
of technology and payment reform to the Medicare population. Dr. Kaushal also
built and led the first dedicated health care team at the Federal Communications
Commission, where his team initiated collaboration with the Food and Drug
Administration for the regulatory streamlining of converged telecommunications,
data analytics and medical devices leading to the release of the mobile medical
applications guidance by the FDA. In addition, his team reformed the Rural
Healthcare Fund Program to create the Healthcare Connect Fund, which aligned the
funding mechanism with wider health care payment policy and technology
reform. Dr. Kaushal is an adjunct professor at Stanford University with a joint
position within the newly created biomedical data science department and the
medical school's clinical excellence research center. Dr. Kaushal continues to
be active within public policy and is a scholar in residence at the Duke
Margolis Center for Health Policy. Dr. Kaushal was previously a visiting scholar
at the Brookings Institution. Dr. Kaushal is an ER physician, holds an MBA from
Stanford and an MD with distinction from Imperial College of Science, Technology
and Medicine, London.
On August 17, 2021, the Company entered into an indemnity agreement (the
"Indemnity Agreement") with Dr. Kaushal, pursuant to which the Company has
agreed to provide contractual indemnification, in addition to the
indemnification provided in the Company's Amended and Restated Certificate of
Incorporation, against liabilities that may arise by reason of her respective
service on the Board, and to advance expenses incurred as a result of any
proceeding against her as to which she could be indemnified, in the form
previously filed as Exhibit 10.5 to the Company's Registration Statement on Form
S-1 (File No. 333-249137) for its initial public offering, initially filed with
the U.S. Securities and Exchange Commission on September 29, 2021 (the
"Registration Statement").
On August 17, 2021, the Company entered into a letter agreement with Dr. Kaushal
(the "Letter Agreement") on substantially the same terms as the form of letter
agreement previously entered into by and between the Company and each of its
other directors in connection with the Company's initial public offering.
The foregoing descriptions of the Indemnity Agreement and the Letter Agreement
do not purport to be complete and are qualified in their entireties by reference
to the form of indemnity agreement and the Letter Agreement, copies of which are
attached as Exhibits 10.5 and 10.1 to the Registration Statement and Exhibits
10.1 and 10.2 hereto, respectively, and are incorporated herein by reference.
Other than as disclosed above, there are no arrangements or understandings
between Dr. Kaushal and any other persons pursuant to which Dr. Kaushal was
selected as a director of the Company. There are no family relationships between
Dr. Kaushal and any of the Company's other directors or executive officers and
Dr. Kaushal does not have any direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses