Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers.
(b)
Executive Officers
In connection with the consummation of
the Mergers and as was previously disclosed in Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the
Commission on June 13, 2019, each of Stephen Deitsch and Kathryn Stalmack, each a Named Executive Officer of the Company,
resigned from their positions upon the closing of the Mergers. Daniel Greenleaf, also a Named Executive Officer and the former
Chief Executive Officer of the Company, resigned from his position upon the closing of the Mergers, and now serves as a special advisor to the combined company's Board of Directors (the “Board”).
As was previously disclosed in the section
“The Mergers — Golden Parachute Compensation” to the Company’s definitive proxy statement on Schedule 14A,
filed with the Commission on June 26, 2019, and incorporated herein by reference, each of Stephen Deitsch, Kathryn Stalmack and
Daniel Greenleaf is entitled to severance in connection with their separations from employment.
Board of Directors
In connection with the Mergers,
the following members of the Board resigned at the close of the
Mergers: Christopher Shackelton, Daniel Greenleaf, Michael Bronfein, Michael Goldstein and Steven Neumann. No such
resignation was due to a disagreement on any matter relating to the Company’s operations, policies or practices.
(c)
John Rademacher - Chief Executive Officer, President and
Director of Combined Company
John Rademacher, 52 years old, will serve
as the Chief Executive Officer, President and Director of the Company. A biography of Mr. Rademacher was previously disclosed in
the section “The Mergers — Biographies of Option Care Designated Directors of the Combined Company” to the Company’s
definitive proxy statement on Schedule 14A, filed with the Commission on June 26, 2019, and incorporated herein by reference. Mr.
Rademacher was appointed to the position of Chief Executive Officer and President of the combined company on August 6, 2019.
Option Care previously entered into an employment
agreement with Mr. Rademacher, which will remain in effect following the consummation of the Mergers, which is referred to herein
as the “Rademacher employment agreement,” outlining his role and responsibilities and confirming the terms of his compensation
arrangements. The following description of the Rademacher
employment agreement is a summary of certain of its terms only and is qualified in its entirety by the full text of the Rademacher
employment agreement attached hereto as Exhibit 10.1.
The Rademacher employment agreement provides for the following:
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Mr. Rademacher will receive an annual base salary of
$475,000 and will be eligible for an annual cash bonus target award of 100% of his base salary.
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If Mr. Rademacher’s employment terminates without
Cause (or by his resignation within 30 days following a sale of the Company, subject to certain conditions), but not due to his
death or disability, he shall be entitled to receive his annual base salary and other employee benefits, and will be entitled
to continue to receive a cash amount equal to his annual base salary and to continue to participate in health benefit plans for
senior executive employees, for a period of 18 months after the date of termination. Mr. Rademacher will also be entitled to any
unpaid annual bonus for any completed fiscal year and 100% of his annual base salary on a pro rata basis. All of these amounts
are subject to Mr. Rademacher’s execution and delivery of a general release.
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The definition of “Cause” in the Rademacher
employment agreement includes: (i) the commission of a felony or other crime involving moral turpitude; (ii) the commission of
any act or omission involving dishonesty, disloyalty or fraud with respect to the Company and/or its subsidiaries; (iii) reporting
to work under the influence of alcohol or illegal drugs, the use of illegal drugs (whether or not at the workplace) or other repeated
conduct causing the Company and/or its subsidiaries substantial public disgrace or substantial economic harm; (iv) substantial
and repeated failure to perform duties as reasonably directed by the Board; (v) any intentional act or omission aiding or abetting
a competitor, supplier or customer of the Company and/or its subsidiaries to the material disadvantage of the Company and/or its
subsidiaries; (vi) breach of fiduciary duty or willful misconduct with respect to the Company and/or its subsidiaries or (vii)
any other material breach of the Rademacher employment agreement.
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Mike Shapiro - Chief Financial Officer of Combined Company
Mike Shapiro, 49 years old, served as the
Chief Financial Officer of Option Care from August 2015 until the consummation of the Mergers. Prior to joining Option Care, Mr.
Shapiro was the Senior Vice President and Chief Financial Officer of Catamaran Corporation, a previously publicly-traded pharmacy
benefits management company that is now part of UnitedHealth Group’s Optum Rx division, from March 2014 to July 2015 and
Senior Vice President, Finance of Catamaran Corporation from February 2012 to March 2014. Mr. Shapiro was appointed to the position
of Chief Financial Officer of the combined company on August 6, 2019.
Option Care previously entered into an employment
agreement with Mr. Shapiro, which will remain in effect following the consummation of the Mergers, which is referred to herein
as the “Shapiro employment agreement,” outlining his role and responsibilities and confirming the terms of his compensation
arrangements. The following description of the Shapiro employment
agreement is a summary of certain of its terms only and is qualified in its entirety by the full text of the Shapiro employment
agreement attached hereto as Exhibit 10.2.
The Shapiro employment agreement provides for the following:
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Mr. Shapiro will receive an annual base salary of $350,000 and will be eligible for an annual cash bonus target award of 80%
of his base salary.
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If Mr. Shapiro’s employment terminates without
Cause (or by his resignation within 30 days following a sale of the Company, subject to certain conditions), but not due to his
death or disability, he shall be entitled to receive his annual base salary and other employee benefits, and will be entitled
to continue to receive a cash amount equal to his annual base salary and to continue to participate in health benefit plans for
senior executive employees, for a period of 12 months after the date of termination. Mr. Shapiro will also be entitled to any
unpaid annual bonus for any completed fiscal year and 80% of his annual base salary on a pro rata basis. All of these amounts
are subject to Mr. Shapiro’s execution and delivery of a general release.
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The definition of “Cause” in the Shapiro employment agreement includes: (i) the commission of a felony or other
crime involving moral turpitude; (ii) the commission of any act or omission involving dishonesty, disloyalty or fraud with respect
to the Company and/or its subsidiaries; (iii) reporting to work under the influence of alcohol or illegal drugs, the use of illegal
drugs (whether or not at the workplace) or other repeated conduct causing the Company and/or its subsidiaries substantial public
disgrace or substantial economic harm; (iv) substantial and repeated failure to perform duties as reasonably directed by the officer
he reports to or the Board; (v) any intentional act or omission aiding or abetting a competitor, supplier or customer of the Company
and/or its subsidiaries to the material disadvantage of the Company and/or its subsidiaries; (vi) breach of fiduciary duty or willful
misconduct with respect to the Company and/or its subsidiaries or (vii) any other material breach of the Shapiro employment
agreement.
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Harriet Booker - Chief Operating Officer of Combined Company
Harriet Booker, 53 years old, served as
the Chief Operating Officer of BioScrip from November 2017 until the closing of the Mergers. Prior to that, Ms. Booker served as
an executive advisor at Kate Farms, Inc., a food and beverage company, and was the Interim Senior Vice President, Revenue Cycle
Management at Option Care from April 2016 until December 2016. Prior to that, Ms. Booker was the Chief Sales Officer at Coram CVS/
Specialty Infusion Services from January 2014 until April 2015. Ms. Booker was appointed to the position of Chief Operating Officer
of the combined company on August 6, 2019.
Option Care previously entered into an
employment agreement with Harriet Booker, which became effective following the consummation of the Mergers. A description of
this employment agreement was previously disclosed in the section “The Mergers — Interests of Certain BioScrip
Directors and Executive Officers in the Mergers” to the Company’s definitive proxy statement on Schedule 14A,
filed with the Commission on June 26, 2019, and is incorporated herein by reference. The description of the employment
agreement is a summary of certain of its terms only and is qualified in its entirety by the full text of the
employment agreement attached hereto as Exhibit 10.3.
Bob Kampstra - Chief Accounting
Officer of Combined Company
Bob Kampstra, 45 years old, served as the
Vice President of Finance, Controller of Option Care from November 2015 until the consummation of the Mergers. Prior to that, Mr.
Kampstra served as the Finance Director - Americas from September 2012 until October 2015 and Vice President - Corporate Controller
from March 2006 until September 2012 at Modine Manufacturing Company, a publicly-traded thermal management company. Mr. Kampstra
was appointed to the position of Chief Accounting Officer of the combined company on August 6, 2019.
(d)
Following the consummation of the Mergers
and pursuant to the terms of the Merger Agreement, the Board became comprised of ten members, eight of whom were selected by Option
Care (including Timothy Sullivan and Elizabeth Q. Betten of Madison Dearborn Capital Partners, LLC, the largest stockholder of
Omega Parent, John J. Arlotta, Nitin Sahney and Harry M. Jansen Kraemer, Jr., three independent directors under the Nasdaq rules
and Rule 10A-3 promulgated under the Exchange Act, Mark Vainisi and Alan Nielsen of Walgreen Boots Alliance, Inc., Omega Parent’s
other significant stockholder, and John Rademacher, the chief executive officer of Option Care and chief executive officer of the
combined company) and two of whom were appointed by BioScrip (R. Carter Pate and David W. Golding, both of whom were on the BioScrip
board immediately prior to the Mergers). The Board list is as follows:
Name
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Board of
Directors
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Audit
Committee
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Compensation
Committee
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Nominating
and
Corporate
Governance
Committee
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Quality and
Compliance
Committee
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Finance
and
Investment
Committee
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Harry M. Jansen Kraemer, Jr.
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Chair
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X*
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X*
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X
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John Rademacher
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Member, Chief Executive Officer
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Timothy Sullivan
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Member
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X*
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X
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X
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Elizabeth Q. Betten
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Member
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X
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X*
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X*
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Nitin Sahney
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Member
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X
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John Arlotta
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Member
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X
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X
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Alan Nielsen
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Member
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X
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Mark Vainisi
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Member
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X
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X
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X
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R. Carter Pate
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Member
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X
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David W. Golding
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Member
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X
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*Indicates Chairperson of Committee.