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| HS > SEC Filings for HS > Form 8-K on 4-Nov-2008 | All Recent SEC Filings |
4-Nov-2008
Change in Directors or Principal Officers
Michael G. Mirt
On October 31, 2008, HealthSpring, Inc. (the "Company") announced that it had
appointed Michael G. Mirt, age 57, to be President of the Company, effective
November 1, 2008. Mr. Mirt has over thirty years of experience in senior level
management positions in the healthcare industry, including as executive vice
president and chief operating officer of AmeriChoice, a UnitedHealth Group
company and public-sector-focused managed care organization, from May 2005 to
August 2007. Prior to that, Mr. Mirt worked as a private consultant during 2004
and until May 2005, and as a regional president for Cigna Healthcare from 1999
to 2003. Mr. Mirt has no family relationship with any director or executive
officer of the Company.
Mr. Mirt will receive an annual base salary of $450,000 and, beginning in 2010
(with respect to compensation plans for calendar 2009), will be eligible for an
annual bonus targeted at 75% of his base salary based on the bonus plan to be
established for the Company's executive officers by the Compensation Committee
of the Board of Directors. Mr. Mirt will also receive a signing bonus of
$250,000 payable in his first paycheck in November 2008. The Compensation
Committee has awarded Mr. Mirt an option to purchase up to 175,000 shares of the
Company's Common Stock. Pursuant to the Compensation Committee's authorizing
resolution, and in accordance with Company policy, the option exercise price
will be the closing sale price as reported on the New York Stock Exchange on
November 5, 2008, three trading days following the date of the Company's release
of its third quarter earnings on October 31, 2008. The shares subject to the
option will vest and become exercisable at a rate of 25% per year, beginning on
November 1, 2009.
It is currently contemplated that Mr. Mirt will enter into a Severance and
Noncompetition Agreement with the Company. The agreement is expected to provide
for continuation of Mr. Mirt's employment benefits for twelve months following
termination by the Company without "cause" or Mr. Mirt's voluntary termination
for "good reason." In the event such termination comes within one year following
a change in control, Mr. Mirt's unvested stock options will also be immediately
vested. Also, during his employment and for eighteen months following Mr. Mirt's
termination of employment, the agreement is expected to provide that Mr. Mirt
will be prohibited from engaging in any manner of business that competes with
the Company in any area in the United States in which it does business.
Sharad Mansukani, M.D.
On October 31, 2008, the Company also announced that it had appointed Sharad
Mansukani, M.D., age 39, as Executive Vice President - Chief Strategy Officer of
the Company, effective November 1, 2008. Dr. Mansukani will be employed by the
Company on a part-time basis and it is currently understood that he will devote
a minimum of one-quarter of his full business time and attention to Company
affairs, in addition to his services as a director of the Company, which will
continue. Dr. Mansukani has no family relationship with any director or any
executive officer of the Company.
In addition to continuing his compensation as a director, Dr. Mansukani will
receive an annual base salary of $150,000 and be eligible for an annual bonus in
an amount to be determined at the discretion of the board of directors.
Dr. Mansukani has also been awarded an option to purchase 50,000 shares of the
Company's Common Stock, which will be priced in the same manner as Mr. Mirt's
option. The shares subject to option will vest and become exercisable ratably on
a monthly basis over four years, beginning on December 1, 2008.
It is currently contemplated that Dr. Mansukani will also enter into a Severance
and Noncompetition Agreement with the Company. The agreement is expected to
provide that upon termination of Dr. Mansukani's employment without "cause," he
will be entitled to a lump-sum severance payment of $150,000. In the event of a
change in control, followed within twelve months by a termination of the
agreement by the Company without cause or by Dr. Mansukani for "good reason,"
the vesting of all unvested equity will be accelerated in addition to the
severance payment referenced above.
The agreement is also expected to provide that, for one year after termination
of employment with the Company, Dr. Mansukani will not engage in the business
conducted by the Company anywhere in the United States, except by virtue of
employment with a governmental or regulatory authority.
Dr. Mansukani has served as one of the Company's directors since June 2007.
Dr. Mansukani also serves as a senior advisor of Texas Pacific Group, a private
equity investment firm, and serves on the faculties of both the University of
Pennsylvania and Temple University schools of medicine. Dr. Mansukani previously
served as senior advisor to the administrator of The Centers for Medicare and
Medicaid Services from 2003 to 2005, and as senior vice president and chief
medical officer of Health Partners, a non-profit Medicaid and Medicare health
plan owned at the time by certain Philadelphia-area hospitals, from 1999 to
2003. Dr. Mansukani completed a residency and fellowship in ophthalmology at the
University of Pennsylvania School of Medicine and a fellowship in quality
management and managed care at the Wharton School of Business. Dr. Mansukani
also serves as a director of IASIS Healthcare, LLC, an owner and operator of
acute care hospitals, and of Surgical Care Affiliates, a provider of specialty
surgical services through ambulatory surgery centers and surgical hospitals
across the country.
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