Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 20, 2021, MedAvail Holdings, Inc. (collectively referred to with its indirectly wholly-owned subsidiary MedAvail Technologies, Inc. as the "Company") announced that Ramona Seabaugh, age 52, had been appointed as its Chief Financial Officer, effective September 20, 2021.
Since January 2021 and prior to joining the Company, Ms. Seabaugh served as the Vice President Corporate Finance at Vixxo Corporation, a nationwide facility management solution. From July 2019 to January 2021, Ms. Seabaugh served as Vice President Finance of Ascension Health Alliance, a faith-based healthcare organization. Ms. Seabaugh was also Chief Financial Officer of Banner Pharmacy Services, a subsidiary of Banner Health, a nonprofit healthcare system, from March 2014 to July 2019. Ms. Seabaugh also served as Vice President of Finance of Millenium Pharmacy Systems prior to its acquisition by Pharmerica, a provider of pharmacy services, from February 2011 to February 2014 and as Director of Finance of Walgreens Boots Alliance, Inc., from August 2009 to February 2011. Ms. Seabaugh received an M.B.A. from Lake Forest Graduate School of Management and a Bachelor of Science in Finance from the University of Wisconsin-Parkside.
In connection with her position as Chief Financial Officer, the Company entered into an Offer Letter with Ms. Seabaugh which provides for, among other things: (i) a base salary of $325,000, (ii) a discretionary bonus of up to 40% of the base salary, (iii) a signing bonus of $70,000, (iv) the issuance of a grant of a restricted stock unit award valued at $325,000 that vest over three years on an annual basis, and (v) the issuance of a grant of an option to purchase shares of the Company's Common Stock valued at $325,000 that will vest over four years on a monthly basis. The foregoing summary of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter that is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Ms. Seabaugh also entered into a Change of Control and Severance Agreement (the "Severance Agreement") with the Company which provides for the following severance arrangements, among other things, if Ms. Seabaugh's employment with the Company is terminated under certain circumstances during the first three years following the commencement of her employment with the Company or during any additional agreed to period thereafter: (i) 100% of her base salary then in effect, (ii) 100% of her annual or annualized target bonus then in effect, (iii) up to twelve months of COBRA coverage, and (iv) twelve months of accelerated vesting for any unvested equity awards, unless the qualifying termination occurs during a change of control of the Company, in which case 100% of any unvested awards shall vest. The foregoing summary of the Severance Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Severance Agreement that is attached hereto as Exhibit 10.2 and incorporated herein by reference.
There are no arrangements or understandings between Ms. Seabaugh and any other persons pursuant to which she was appointed as an officer of the Company. Ms. Seabaugh has no family relationships with any of the Company’s directors or executive officers, and, other than as described above, Ms. Seabaugh does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The Company issued a press release regarding Ms. Seabaugh’s agreement to join the Company as its Chief Financial Officer. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.