HEALTH, INC. : Change of Directors or Principal Officers, Financial Statements and Exhibits (Form 8-K)

Item 5.02            Departure of Directors or Certain Officers; Election of Directors;
                     Appointment of Certain Officers; Compensatory Arrangements of Certain
                     Officers.


At February 28, 2022, eHealth, Inc. (the “Company”) has appointed Roman Rariy as Chief Operating Officer and Chief Transformation Officer of the Company, effective March 1, 2022. Mr. Rariy, 50, was previously Chief Transformation Officer of Lionbridge, a company that provides translation and localization solutions, March 2020 for February 2022. At Lionbridge, Mr. Rariy successfully created and led enterprise-wide initiatives focused on the technology organization and operations. Prior to joining Lionbridge, Mr. Rariy served as Chief Operating Officer and Chief Operating Officer at Kraft Heinz Company for Australia and New Zealand from January 2017 for July 2019and served in the same quality for China from February 2015 for December 2016. Mr. Rariy holds an MBA in Healthcare Management from the Wharton School from
University of Pennsylvania and a doctorate in chemistry from the Lomonosov Moscow State University.

In connection with the appointment of Mr. Rariy as Chief Operating Officer and Chief Transformation Officer, the Company has entered into an offer letter (the “Offer Letter”) and a severance agreement (the “departure agreement”) with Mr. Rariy. Pursuant to the Letter of Offer, Mr. Rariy’s initial annual base salary is
$400,000 and he is eligible to participate in the Company’s executive bonus program for a target discretionary incentive bonus equal to 75% of his annual base salary; provided, however, that Mr. Rariy’s target bonus for 2022 is prorated to his start date. Mr. Rariy will be eligible to receive a single sign-on bonus in the amount of $100,000, less applicable taxes and deductions, on the first regular pay day after 30 days of employment. In order to earn the opening bonus, Mr. Rariy must be employed by the Company on the one-year anniversary after the opening bonus prepayment date. If Mr. Rariy’s employment is terminated for “cause” or if he resigns prior to completing one year of service, Mr. Rariy must repay the amount advanced to the Company pursuant to the terms of an agreement reimbursement of signature and retention bonuses. .

The letter of offer provides for the award, subject to the approval of the Compensation Committee of the Board, of an award of time-restricted share units with an approximate value of $1,000,000, the grant of which will be subject to four-year vesting, subject to potential acceleration upon certain terminations (the “Time-Based RSUs”). The letter of offer also provides for the grant of an award of performance-based restricted stock units of an approximate value of
$1,000,000 and will be eligible to be earned based on the Company’s achievement of various levels of thirty calendar day average price targets (or transaction price targets, in the case of a change of control), l Vesting generally occurring one year after the date the price threshold is reached, so long as Mr. Rariy has remained in continuous service with the Company (subject to potential acceleration of vesting upon certain terminations) (the “performance-based RSUs”).

The Company has also entered into a separation agreement with Mr. Rariy. Pursuant to the Separation Agreement, if Mr. Rariy is terminated by the Company “without cause” or if he voluntarily resigns for “good cause” (as such terms are defined in the Separation Agreement), Mr. Rariy will be entitled to receive the following severance pay and benefits: (i) a cash payment (less applicable withholding taxes) in an amount equal to twelve months of his base salary annual then in force; and (ii) company-paid group health, dental and vision care benefits for Mr. Rariy and his covered dependents for a maximum of twelve months. In addition, if Mr. Rariy is terminated by the Company “without cause” or if he voluntarily resigns for “good cause” during the 12-month period following a change of control (as such term is defined in the Separation Agreement), then Mr. Rariy will also be entitled to receive severance pay and the following benefits: (i) a cash payment (less applicable withholding taxes) in an amount equal to 100% his then-current target annual cash bonus; and (ii) vesting of 100% of all outstanding and unvested time-based awards granted to Mr. Rariy.

There is no family relationship between Mr. Rariy and any director or executive officer of the Company that requires disclosure under Section 401(d) of the SK Regulations. Except for the letter of offer and the separation agreement, there is no transaction between Mr. Rariy or a member of his immediate family, on the one hand, and the company or any of its subsidiaries, on the other hand, which requires disclosure under Section 404(a) of Regulation SK. In addition, there is no arrangement or agreement between Mr. Rariy and any other person pursuant to which Mr. Rariy was selected as Chief Operating Officer and Chief Transformation Officer of the Company.

The foregoing descriptions of the Letter of Offer, Signing and Retention Bonus Refund Agreement and Severance Agreement are summaries only and do not purport to be complete. A copy of the Signing and Retention Bonus Reimbursement Agreement and Severance Agreement will be filed as an attachment to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.

At February 28, 2022, the Company issued a press release announcing the appointment of Mr. Rariy. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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Item 9.01 Financial statements and supporting documents.

(d) Exhibits

Exhibit # Description 99.1 Press release from eHealth, Inc. dated 28 February 2022 (eHealth Hires Roman Rariy as Chief Operating Officer and Chief Transformation Officer) 104 Cover page Interactive data file (integrated into Inline XBRL document)

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