|
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
Departure and Appointment of Chief Financial Officer
On February 24, 2021, ModivCare Inc. (the “Company”) received the acceptance of L. Heath Sampson to serve as the Chief Financial Officer of the Company effective February 26, 2021, after the filing with the Securities and Exchange Commission of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2020. Kevin Dotts, who made the personal decision not to relocate to Denver in connection with the relocation of the Company’s headquarters, stepped down as Chief Financial Officer, effective February 26, 2021, contemporaneously with Mr. Sampson taking over the role. Mr. Dotts has agreed to continue to serve the Company in a transitional role through March 15, 2021, as requested by the Company to ensure a smooth transition.
L. Heath Sampson, age 50, has nearly three decades of executive and financial leadership experience across a range of private and publicly traded companies. Most recently he served, beginning in April 2015, as Chief Executive Officer of Advanced Emissions Solutions, Inc., an environmental solutions provider to companies in coal-fired power generation, municipal water and other industries primarily through air and water purification control technologies, where he orchestrated a successful company turnaround and transformation, after having served there from August of 2014 as Chief Financial Officer and Treasurer. Prior to that, he held Chief Financial Officer roles at private equity-owned Square Two Financial and within key business units at First Data Corporation. He began his career in auditing and business consulting at Arthur Anderson. Mr. Sampson graduated from the University of Denver with a Bachelor of Business Administration degree in Accounting and a Master of Accountancy degree.
Mr. Sampson will have an initial base salary of $475,000 and will be eligible to receive a pro-rata portion of a short-term incentive bonus for 2021 at a target of 90% of his base salary based on performance targets set by the Compensation Committee of the Board of Directors. Mr. Sampson has been granted a long-term incentive equity grant for 2021 with a target grant date value equal to 150% of his base salary, composed of 50% restricted stock units and 50% nonqualified stock options.
In the event Mr. Sampson’s employment is terminated without cause, Mr. Sampson will be entitled to twelve (12) months of severance pay, at his base compensation in effect at that time. The severance benefits will be contingent upon Mr. Sampson’s execution of a release of claims in favor of the Company. Mr. Sampson also entered into a restrictive covenants agreement that contains six-month post-employment non-competition and non-solicitation covenants, as well as non-disclosure and non-disparagement covenants.
Mr. Sampson has no family relationships with any of the Company’s directors or executive officers, and there have been no related party transactions between the Company and Mr. Sampson reportable under Item 404(a) of Regulation S-K.
On February 26, 2021, the Company issued a press release regarding these matters, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.