Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Effective Time, Mary Ann Tocio, a director of Iora prior to the Merger, was appointed by the board of directors of One Medical (the “Board”) to serve as a Class III director, with an initial term expiring at One Medical’s 2023 Annual Meeting of Stockholders. Ms. Tocio was also appointed to serve as a member of the Nominating and Corporate Governance Committee of the Board.
Ms. Tocio served as President and Chief Operating Officer of Bright Horizons Family Solutions, Inc., an employer-sponsored child care provider (“Bright Horizons”), from June 2000 until her retirement in June 2015. From January 1992 to May 2000, Ms. Tocio held several executive positions at Bright Horizons, including as Chief Operating Officer and Vice President and General Manager of Child Care Operations. Prior to Bright Horizons, Ms. Tocio was the Senior Vice President of Operations for Health Stop Medical Management, Inc., a provider of urgent care services. Ms. Tocio currently serves as a member of the board of directors of Bright Horizons, Burlington Stores, Inc., a national off-price retailer, and previously served on the board of Civitas Solutions, Inc. (The MENTOR Network), a provider of health and human services, from October 2015 to March 2019, and the board of Mac-Gray Corporation, a laundry services company, from November 2006 to June 2013. Ms. Tocio holds a Master of Business Administration from Simmons College School of Management and graduated from Lawrence Memorial School of Nursing. One Medical believes that Ms. Tocio is qualified to serve on the Board based on her leadership and multi-site operational experience and substantial public company board experience.
Ms. Tocio was designated by Iora to be appointed to One Medical’s Board at the Effective Time pursuant to the terms of the Merger Agreement. There are no other arrangements or understandings between Ms. Tocio and any other persons pursuant to which she was selected as a director of One Medical. There is no transaction involving Ms. Tocio that requires disclosure under
Item 404(a) of Regulation S-K. The Board has determined that Ms. Tocio is independent under its Corporate Governance Guidelines and the listing standards of the Nasdaq Stock Market LLC.
Ms. Tocio will participate in One Medical’s Non-Employee Director Compensation Policy (the “Policy”), which is described in One Medical’s Definitive Proxy Statement on Schedule 14A for its 2021 Annual Meeting of Stockholders, filed with the SEC on April 21, 2021. Under the Policy, Ms. Tocio will be eligible to receive (i) an annual retainer of $50,000 for her service on the Board, with payment pro-rated to her start date of September 1, 2021, (ii) an initial restricted stock unit grant having a value of $247,500, which will vest annually over three years, commencing on September 1, 2021, subject to Ms. Tocio’s continuous service as a member of the Board, and (iii) an additional restricted stock unit grant on the date of each future annual meeting of our stockholders having a value of $165,000, which will vest on the earlier of the date of the following annual meeting of stockholders and the one-year anniversary of the grant date, subject to Ms. Tocio’s continuous service as a member of the Board.
At the Effective Time, One Medical also entered into its standard form of indemnification agreement with Ms. Tocio.