Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 21, 2018, Streamline Health Solutions, Inc. (the Company) announced that the Board of Directors of the Company (the Board) appointed Thomas J. Gibson as the Companys Senior Vice President and Chief Financial Officer, with such appointment to become effective as of September 10, 2018 (the Effective Date).
Mr. Gibson, 55, served as Chief Financial Officer of Citra Health Solutions, a leading healthcare services and technology firm, from January 2017 to August 2018 and of Vivex Biomedical, Inc., a regenerative biologics company, from 2014 to 2016. Prior to his service with Vivex, Mr. Gibson served as Principal Accounting Officer, Senior Vice President of Finance and Corporate Controller at R1 RCM (previously Accretive Health, Inc.), a healthcare revenue cycle management company, in 2014. Mr. Gibson also served as Chief Accounting Officer of Greenway Medical Technologies, a provider of integrated information technology solutions and managed business services to healthcare providers, in 2013 and in various senior financial positions at MedAssets, a healthcare performance improvement company, from 2008 to 2013. Mr. Gibson spent the first 15 years of his professional career with Big 4 CPA firms working with both public and private companies.
There are no family relationships between Mr. Gibson and any director or executive officer of the Company and no related party transactions required to be reported under Item 404(a) of Regulation S-K.
In connection with his employment by the Company, on August 17, 2018, the Compensation Committee of the Board approved the material terms of Mr. Gibsons compensation arrangement, which are expected to be reflected in an employment agreement with Mr. Gibson to be entered into on or before the Effective Date (the Employment Agreement).
1.
Compensation
. Mr. Gibson will receive an annual base salary of $275,000 and will be eligible for an annual incentive bonus (at target equal to 40% of his annual base salary), based on individual and Company performance. Mr. Gibson will also be eligible to receive the standard employee benefits made available by the Company to its employees generally. The Employment Agreement is also expected to contain customary confidentiality provisions and non-competition covenants.
2.
Initial Equity Awards
. The Company intends to grant to Mr. Gibson on the Effective Date 100,000 restricted stock units (the Initial RSUs). The Initial RSUs are expected to be granted outside of the Companys Amended and Restated 2013 Stock Incentive Plan (the Equity Plan) as inducement grants pursuant to the terms of a Restricted Stock Unit grant agreement. Additionally, the Company will grant Mr. Gibson, effective as of February 1, 2019, an additional 50,000 RSUs (the 2019 RSUs and, together with the Initial RSUs, the Equity Awards). The Equity Awards will vest in three substantially equal annual installments over the first three years of employment. The grants of the Equity Awards were approved by the Companys Compensation Committee and were granted as an inducement material to Mr. Gibson entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4).
A copy of the press release announcing Mr. Gibsons appointment is furnished as Exhibit 99.1 and is incorporated by reference herein.