| | | Letter from Our Chief Executive Officer and Our Independent Chair of the Board of Directors | |
| | | |
| BRIAN W. ADAMS President and Chief Executive Officer | | |
| | | |
| MICHAEL PURCELL Independent Chair of the Board of Directors | | |
| “At TRHC, we are committed to fostering, cultivating and preserving a culture of diversity, equity and inclusion. We are proud to make diversity a priority and to empower team members to work collaboratively to foster inclusion.” | | |
| | | | ||
| Michael Purcell Independent Board Chairman | | | Brian W. Adams Chief Executive Officer | |
| | | Notice of Annual Meeting of Stockholders | |
| Items of Business | | |||
| 1 | | | To elect the director nominees named in this proxy statement; | |
| 2 | | | To approve, on an advisory basis, the 2022 compensation of our named executive officers; | |
| 3 | | | To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; | |
| 4 | | | To approve an amendment to the Company’s Certificate of Incorporation to declassify the Board of Directors; | |
| 5 | | | To approve an amendment to the Company’s Certificate of Incorporation to provide for the exculpation of officers as permitted by Delaware law; | |
| 6 | | | To approve an amendment to the Company’s Certificate of Incorporation to add a federal forum selection provision; and | |
| 7 | | | To conduct any other business properly brought before the Annual Meeting. | |
| | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS’ MEETING TO BE HELD ON FRIDAY, JUNE 9, 2023 AT 10:00 A.M. EASTERN TIME | | |
| | The Proxy Statement and 2022 Annual Report to Stockholders are available at www.proxyvote.com. | | |
| | | | | | | | |||
| BY MAIL | | | | BY TELEPHONE | | | | VIA THE INTERNET | |
| To vote by mail using a proxy card, request a paper copy of the proxy materials by following the instructions on the Notice and complete, sign, and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct. | | | | To vote by telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. Have your proxy available when you call. You will be asked to provide the company number and control number from the Notice (or proxy card if you received printed copies of the proxy materials). Your telephone vote must be received by 11:59 p.m. Eastern Time on June 8, 2023 to be counted. | | | | To vote via the internet, go to www.proxyvote.com and follow the on-screen instructions. Your internet vote must be received by 11:59 p.m. Eastern Time on June 8, 2023 to be counted. | |
| | | Table of Contents | |
| | CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS | | | INCORPORATION BY REFERENCE | | |
| | This Proxy Statement contains “forward-looking statements” that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this Proxy Statement that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “will,” “plan,” “project,” “seek,” “should,” “target,” “would,” and similar expressions or variations intended to identify forward-looking statements. For a discussion of some of the specific factors that may cause our actual results to differ materially from those projected in any forward-looking statements, see Part I, Item 1A, “Risk Factors” in our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Annual Report”), filed with the Securities and Exchange Commission (“SEC”) on March 10, 2023. Actual results could differ materially from those anticipated in the forward-looking statements. We disclaim any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law. | | | Neither the Compensation Committee Report nor the Audit Committee Report shall be deemed soliciting material or filed with the SEC, and neither of them shall be deemed incorporated by reference into any prior or future filings made by us under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate such information by reference. | | |
| WEBSITES | | | ||||
| Website addresses referenced in this Proxy Statement are inactive textual references only, and the content on the referenced websites specifically does not constitute a part of this Proxy Statement. | | |
| | | Proxy Summary | |
| | | Date and Time | | | | | | Virtual Meeting–Live Interactive Webcast | | ||
| Friday, June 9, 2023 10:00 a.m. Eastern Time | | | | The Annual Meeting will be held via live webcast at www.virtualshareholdermeeting.com/TRHC2023 | | ||||||
| | | Record Date | | | | | | Voting | | ||
| April 17, 2023 | | | | Stockholders of record as of the close of business on April 17, 2023 (the “Record Date”) are entitled to vote at the Annual Meeting. Each outstanding share as of the Record Date entitles its holder to cast one vote for each matter to be voted upon and, with respect to the election of directors, one vote for each director to be elected. | |
| Proposal | | | Board’s Recommendation | | | Further Information, See Page | | ||||||||||||
| 1 | | | Election of six directors | | | | | FOR each director nominee | | | | ||||||||
| • Brian W. Adams • Kathrine O’Brien | | | • Michael Purcell • Ronald Mitchell | | | • Derek C. Schrier • Jonathan D. Schwartz | | ||||||||||||
| 2 | | | Approval, on an advisory basis, of the 2022 compensation of our named executive officers | | | | | FOR | | | | ||||||||
| 3 | | | Ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 | | | | | FOR | | | | ||||||||
| 4 | | | Approval of an amendment to the Company’s Certificate of Incorporation to declassify the Board of Directors | | | | | FOR | | | | ||||||||
| 5 | | | Approval of an amendment to the Company’s Certificate of Incorporation to provide for the exculpation of officers | | | | | FOR | | | | ||||||||
| 6 | | | Approval of an amendment to the Company’s Certificate of Incorporation to add a federal forum selection provision | | | | | FOR | | | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 1 | |
| $299.5M 15% increase | | | | | | | | changes | | | | | | | | Three divestitures of non-core businesses | | | | | | | | +16% increase | | ||||||
| Revenue | | | | | | | | Board Refreshment and Executive Leadership | | | | | | | | Non-Core Assets | | | | | | | | PACE Revenue Per Participant Per Month | | ||||||
| Full year 2022 revenue from continuing operations of $299.5 million, an increase of 15% compared to 2021. | | | | | | | | Pursuant to the Cooperation Agreement, Ronald Mitchell, Jonathan D. Schwartz and Derek C. Schrier were appointed to the Board as Class III directors. In addition, our Board approved an increase in the Board size from 9 directors to 10 directors. Mr. Brian Adams was appointed Interim Chief Executive Officer in September Leaders with diverse experience in organizational transformations joined the Company with Mr. Thomas Cancro as Chief Financial Officer, Ms. April Gill as Chief Commercial Officer, and Ms. Kathleen Larkin as Chief People Officer. | | | | | | | | Between August 2022 and March 2023, the Company divested three non-core businesses, enabling greater focus on our core operations and strategic priorities. | | | | | | | | PACE average revenue per participant per month was $494 as compared to $427 at December 31, 2021, which was driven by cross-selling. At December 31, 2022, 38% of the PACE participants we served utilized our medication services as compared to 34% at December 31, 2021. | |
| 2 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| Human Capital | | | We strongly believe that our success depends on open and regular communication with employees to help foster a high performing and engaged workforce. We use a variety of digital, in-person and video conferencing channels to facilitate open and direct communication to help ensure that employees fully understand the Company’s long-term strategy, annual goals and how their work contributes to the Company’s success. We hold regular town hall, team and leadership meetings to enable clear, consistent and reliable dialogue with employees on key organizational and business topics. | |
| Diversity, Equity, and Inclusion | | | We embrace differences, diversity and varying perspectives among our employee base, and we are an equal opportunity employer. We have a zero-tolerance policy regarding any type of harassment and discrimination. We believe in respecting every employee and expect our staff to show respect for everyone. We believe that our company culture relies on collaboration and input from multiple perspectives. We also believe that building upon our diversity, equity and inclusion (“DEI”) initiatives is key to engaging in responsible business practices. Our DEI committee provides training for all of our employees, and we offer multiple employee resource groups. | | | | |
| | | | As of December 31, 2022, 68% of our employees and 56% of our managers self-identified as female. Moreover, as of December 31, 2022, 55% of our Board self-identified as diverse. | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 3 | |
| Environmental Responsibility | | | Our goal is to conduct business in an environmentally sustainable manner and to be a responsible corporate citizen. We aim to integrate sustainable policies and practices into our daily operations and encourage our employees to be conscious of their environmental footprint while at work. Highlights of our environmental policies and practices include: • Our corporate headquarters in Moorestown, New Jersey earned the highest rating of the LEED certification program and features a number of energy-saving features designed to reduce our environmental impact. • We provide a Green Education program for all occupants at our corporate headquarters to inform and educate on sustainable building practices. | |
| Community and Volunteer Services | | | We believe that supporting employee volunteerism builds a strong corporate culture while making a real difference in the communities where we live and work. We empower our people to create a positive impact and support their efforts by providing paid time off to volunteer. Examples of the organizations and causes we recently supported include: • As part of our Mission Day program, we encourage each of our employees to take a paid day off from work each year and devote that day to community service with the charitable organization of their choice. • We sponsor workplace donation events to support local non-profits and charities, such as our end of the year donation drive to collect supplies for a local animal shelter. • We also support team members’ giving to charitable organizations to support worthy causes and giving back to the communities where we live and work. Team members can make gifts to eligible charitable organizations by using their personal charitable giving fund at Charityvest.org. We match up to $100 per employee per year in charitable giving. | |
| Professional Development and Training | | | We are committed to developing talent and leadership in our employees. We offer ongoing training programs in our offices and also support our employees in pursuing external education opportunities. Notable aspects of our training and development framework include: • Our TRHC University sponsors a variety of programs and events designed to develop leadership skills and cultivate our corporate culture. Examples include our Manager Development Series for new managers, education, and training support for performance management initiatives and Cultivating Corporate Culture Events, which provide experiences and discussions about “The TRHC Way.” We also provide our pharmacists and technicians with preparatory materials and training to assist them in meeting their ongoing certification and continuing education obligations. • We offer financial assistance to eligible employees to pursue job-related advanced degrees, as well as monthly contributions to eligible employees for the repayment of certain student loans incurred in connection with advanced degrees. | |
| High Corporate Governance Standards | | | In addition, we believe that high corporate governance standards promote the long-term interests of our Company and maximize stockholder value, while strengthening Board and management accountability. Key areas of our governance framework include: • Highly Talented, Skilled Board of Directors. Our directors bring to our Board a wide variety of skills, qualifications and viewpoints that strengthen the Board’s ability to carry out its oversight role on behalf of our stockholders. The table on page 22 of this Proxy Statement summarizes the professional background and experience that each director brings to the Board, as well as the Board’s determination as to the independence of each director and the committees of the Board (collectively, the “Committees”) on which each director currently serves. • Diversity. We believe the broad spectrum of skills, qualities, education and lived experiences and the diversity of backgrounds of our directors provide us with a diverse range of perspectives to address our evolving needs and to represent the best interests of our stockholders. Over half of our current Board members self-identify as diverse, and we were named among America’s greatest workplaces for diversity in 2023 by Newsweek. | |
| 4 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| High Corporate Governance Standards | | | • Protections Against Director Overboarding. The Board appreciates that serving on a public board of directors is a significant responsibility and time commitment. To this end, our Corporate Governance Guidelines provide that directors must notify the Chair of the Board and Chair of the Nominating and Governance Committee prior to accepting an invitation to serve on the board or committee of another company. • Robust Director Evaluation Process. We conduct self-assessments of the Board and its Committees annually. The Board believes it is important to assess both its overall performance and the performance of its Committees, and to solicit and act upon feedback received, where appropriate. As part of the Board’s self-assessment process, directors consider various topics related to Board composition, structure, effectiveness, and responsibilities, as well as the overall mix of director skills, experience, and backgrounds. • Meaningful Stock Ownership Guidelines. Our Board previously approved stock ownership guidelines for our executive officers and directors. Mr. Brian Adams is required to hold Company common stock in an amount of five times his base salary, and Messrs. Thomas Cancro and Michael Greenhalgh are required to hold three times their respective base salaries in Company common stock. The ownership requirement for directors is five times their annual cash retainer. • Robust Clawback Policy. Our Board adopted a robust clawback policy that provides that, in the event of a financial restatement caused by the Company’s material noncompliance with applicable financial reporting requirements, our Board may require that an officer repay the difference between the amount of his or her incentive-based compensation that would have been paid based on proper reporting of the financial results and the amounts actually received by the officer. We are aware of the final SEC clawback rules and the pending Nasdaq clawback listing standards. We expect in 2023 to review and revise our clawback policy in connection with the final rules and listing standards regarding recovery of erroneously awarded compensation as promulgated by the SEC and Nasdaq in 2022 and 2023, respectively. • Anti-Hedging Policy. Our insider trading policy prohibits our officers, directors, and employees from engaging in hedging transactions as well as speculative or short-term trading with respect to our stock. • Ongoing Stockholder Engagement. We welcome feedback and value regular dialogue with our stockholders. | |
| | | Tabula Rasa was named among America’s Greatest Workplaces 2023 for Diversity by Newsweek | | | | | | In October 2022, TRHC was honored as a Champion of Board Diversity by The Forum of Executive Women, which recognized 35 of the top 100 public companies in the Philadelphia region for having 30% or more women on their respective boards. | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 5 | |
| Director Name and Principal Occupation | | | Age | | | Director Since | | | Independent | | | Tabula Rasa Committee Membership | | |||||||||||||||
| Audit | | | Compensation | | | Nominating & Governance | | | Scientific Application | | | Strategic Review | | |||||||||||||||
| NOMINEES FOR DIRECTOR | | | | | ||||||||||||||||||||||||
| CLASS I — DIRECTOR NOMINEES TO SERVE UNTIL THE 2026 ANNUAL MEETING | | |||||||||||||||||||||||||||
| | | Brian Adams President and Chief Executive Officer | | | 42 | | | 2023 | | | | | | | | | | | | | | | | | | | | |
| | | Kathrine O’Brien Former Vice President, Skin and Marketing Services, Unilever North America | | | 60 | | | 2018 | | | | | | | | | | | | | | | | | ||||
| | | Michael Purcell Independent consultant for several venture funds; former Audit Partner, Deloitte & Touche LLP | | | 66 | | | 2018 | | | | | | | | | | | | | | | | | ||||
| CLASS III — DIRECTORS WITH TERMS EXPIRING AT THE 2025 ANNUAL MEETING | | |||||||||||||||||||||||||||
| | | Ronald Mitchell Co-Founder and Chief Executive Officer, Humanity Health Inc. | | | 52 | | | 2022 | | | | | | | | | | | | | | | | | ||||
| | | Derek C. Schrier Founder, Managing Partner, and Chief Investment Officer, Indaba Capital Management, L.P. | | | 56 | | | 2022 | | | | | | | | | | | | | | | | | | |||
| | | Jonathan D. Schwartz Interim General Counsel, The Brookings Institution | | | 61 | | | 2022 | | | | | | | | | | | | | | | | | ||||
| DIRECTORS CONTINUING IN OFFICE | | |||||||||||||||||||||||||||
| CLASS II — DIRECTORS WITH TERMS EXPIRING AT THE 2024 ANNUAL MEETING | | |||||||||||||||||||||||||||
| | | Dr. Samira Beckwith President and Chief Executive Officer, Hope Healthcare | | | 70 | | | 2017 | | | | | | | | | | | | | | | | | ||||
| | | Dr. Dennis K. Helling Executive Director Emeritus, Pharmacy Operations & Therapeutics, Kaiser Permanente Colorado | | | 74 | | | 2017 | | | | | | | | | | | | | | | | | ||||
| | | RADM Pamela Schweitzer Retired Assistant Surgeon General and Chief Pharmacy Officer, United States Public Health Service | | | 64 | | | 2019 | | | | | | | | | | | | | | | | | ||||
| Number of Meetings in 2022 | | | Board — 24 | | | | | | | | | Five | | | 11 | | | Four | | | One | | | Four | |
| | | Independent Chair of the Board | | | | | | Committee Chair | | | | | | Committee Member | | | | | | Audit Committee financial expert | |
| 6 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| | | Questions and Answers about the Annual Meeting | |
| | Why did I receive a notice regarding the availability of proxy materials on the internet? | |
| | Who can vote at the Annual Meeting? | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 7 | |
| | What are “broker non-votes”? | |
| | What am I voting on? | |
| Proposal | | |||
| 1 | | | Election of the director nominees named in this Proxy Statement. | |
| 2 | | | Approval, on an advisory basis, of the 2022 compensation of our named executive officers. | |
| 3 | | | Ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. | |
| 4 | | | Approval of an amendment to the Company’s Certificate of Incorporation to declassify the Board of Directors. | |
| 5 | | | Approval of an amendment to the Company’s Certificate of Incorporation to provide for the exculpation of officers as permitted by Delaware Law. | |
| 6 | | | Approval of an amendment to the Company’s the Certificate of Incorporation to add a federal forum selection provision. | |
| | How does the Board recommend that I vote, and what vote is required for each proposal? | |
| Proposal | | | Board Recommendation | | | Available Voting Selections | | | Voting Approval Standard | | | Effect of Withhold or Abstention | | | Effect of Broker Non-Vote | | ||||||
| 1 | | | Election of six directors: • Brian W. Adams • Kathrine O’Brien • Michael Purcell • Ronald Mitchell • Derek C. Schrier • Jonathan D. Schwartz | | | | | FOR all six director nominees | | | • “FOR,” or • “WITHHOLD” | | | Plurality: the director nominees who receive the greatest number of votes cast “FOR” are elected as directors | | | No effect | | | No effect | | |
| 2 | | | Approval, on an advisory basis, of the compensation of our named executive officers(1) | | | | | FOR | | | • “FOR,” • “AGAINST,” or • “ABSTAIN” | | | Majority of shares present and entitled to vote on the subject matter | | | Counted as a vote against | | | No effect | | |
| 3 | | | Ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023(2) | | | | | FOR | | | • “FOR,” • “AGAINST,” or • “ABSTAIN” | | | Majority of shares present and entitled to vote on the subject matter | | | Counted as a vote against | | | No effect(3) | |
| 8 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| Proposal | | | Board Recommendation | | | Available Voting Selections | | | Voting Approval Standard | | | Effect of Withhold or Abstention | | | Effect of Broker Non-Vote | | ||||||
| 4 | | | Approval of an amendment to the Company’s Certificate of Incorporation to declassify the Board of Directors | | | | | FOR | | | • “FOR,” • “AGAINST,” or • “ABSTAIN” | | | The affirmative vote of the holders of at least 662∕3% of the voting power of all outstanding shares entitled to vote | | | Counted as a vote against | | | No effect | | |
| 5 | | | Approval of an amendment to the Company’s Certificate of Incorporation to provide for the exculpation of officers as permitted by Delaware law | | | | | FOR | | | • “FOR,” • “AGAINST,” or • “ABSTAIN” | | | The affirmative vote of the holders of at least 662∕3% of the voting power of all outstanding shares entitled to vote | | | Counted as a vote against | | | No effect | | |
| 6 | | | Approval of an amendment to the Company’s Certificate of Incorporation to add a federal forum selection provision | | | | | FOR | | | • “FOR,” • “AGAINST,” or • “ABSTAIN” | | | The affirmative vote of the holders of at least 662∕3% of the voting power of all outstanding shares entitled to vote | | | Counted as a vote against | | | No effect | |
| | What if another matter is properly brought before the Annual Meeting? | |
| | How do I virtually attend the Annual Meeting? | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 9 | |
| | How do I vote? | |
| | | | | | | | | | | ||||
| DURING THE MEETING | | | | BY MAIL | | | | BY TELEPHONE | | | | VIA THE INTERNET | |
| To vote online during the meeting, go to www.virtual shareholdermeeting.com/ TRHC2023 while the polls remain open and follow the on-screen instructions. You will need your control number from the Notice (or proxy card if you received printed copies of the proxy materials). | | | | To vote by mail using a proxy card, request a paper copy of the proxy materials by following the instructions on the Notice and complete, sign, and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct. | | | | To vote by telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. Have your proxy available when you call. You will be asked to provide the company number and control number from the Notice (or proxy card if you received printed copies of the proxy materials). Your telephone vote must be received by 11:59 p.m. Eastern Time on June 8, 2023 to be counted. | | | | To vote via the internet, go to www.proxyvote.com and follow the on-screen instructions. Your internet vote must be received by 11:59 p.m. Eastern Time on June 8, 2023 to be counted. | |
| | How many votes do I have? | |
| | What happens if I do not vote? | |
| 10 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| | What if I return a proxy card or otherwise vote but do not make specific choices? | |
| | What is the quorum requirement? | |
| | Who is paying for this proxy solicitation? | |
| | What does it mean if I receive more than one Notice? | |
| | Can I change my vote after submitting my proxy? | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 11 | |
| | When are stockholder proposals and director nominations due for next year’s annual meeting? | |
| | How are proxy materials distributed? | |
| 12 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| | How can I find out the results of the voting at the Annual Meeting? | |
| | Who can help answer my questions? | |
| | Does the Company participate in householding? | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 13 | |
| | | Proposal 1—Election of Directors | |
| CLASS I | | | | CLASS II | | | | CLASS III | |
| Term Expiring at the 2026 Annual Meeting | | | | Term Expiring at the 2024 Annual Meeting | | | | Term Expiring at the 2025 Annual Meeting | |
| • Brian W. Adams • Kathrine O’Brien • Michael Purcell • Dr. Jan Berger* | | | | • Dr. Samira Beckwith • Dr. Dennis K. Helling • RADM Pamela Schweitzer | | | | • Ronald Mitchell • Derek C. Schrier • Jonathan D. Schwartz | |
| 14 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| Name | | | Age | | | Director Since | |
| • Mr. Brian Adams | | | 42 | | | 2023 | |
| • Ms. Kathrine O’Brien | | | 60 | | | 2018 | |
| • Mr. Michael Purcell | | | 66 | | | 2018 | |
| Name | | | Age | | | Director Since | |
| • Mr. Ronald Mitchell | | | 52 | | | 2022 | |
| • Mr. Derek C. Schrier | | | 56 | | | 2022 | |
| • Mr. Jonathan D. Schwartz | | | 61 | | | 2022 | |
| Name | | | Age | | | Director Since | |
| • Dr. Samira Beckwith | | | 70 | | | 2017 | |
| • Dr. Dennis K. Helling | | | 74 | | | 2017 | |
| • RADM Pamela Schweitzer | | | 64 | | | 2019 | |
| Total Number of Directors | | | Nine | | |||||||||
| | | | | | |
| Board Diversity | | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | |
| Part I: Gender Identity | | | | | | | | | | | | | |
| Directors | | | 4 | | | 5 | | | — | | | — | |
| Part II: Demographic Background | | | | | | | | | | | | | |
| African American or Black | | | | | | 1 | | | | | | | |
| Alaskan Native or Native American | | | | | | | | | | | | | |
| Asian | | | | | | | | | | | | | |
| Hispanic or Latinx | | | 1 | | | | | | | | | | |
| Native Hawaiian or Pacific Islander | | | | | | | | | | | | | |
| White | | | 3 | | | 4 | | | | | | | |
| Two or More Races or Ethnicities | | | 1 | | | | | | | | | | |
| LGBTQ+ | | | 1 | | |||||||||
| Did Not Disclose Demographic Background | | | 1 | | |||||||||
| Directors who are Military Veterans | | | 1 | | |||||||||
| Directors who identify as Middle Eastern | | | | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 15 | |
| MR. BRIAN W. ADAMS | | ||||||
| Age 42 President and Chief Executive Officer since 2023 Director since 2023 | | | Career Highlights Tabula Rasa HealthCare, Inc. • President and Chief Executive Officer (2023 to present) • Interim Chief Executive Officer (2022 to 2023) • Co-President and Chief Financial Officer (November 2021 to February 2022) • Chief Financial Officer (2014 to 2021) CareKinesis • Vice President of Finance and Director of Finance (2011 to 2014) KPMG LLP • Associate Director of Finance and Accounting (2007 to 2011) | | | excelleRx, Inc. • Manager of Financial Planning and Analysis (2005 to 2007) Other Current Board Service • None Education • Bachelor of Science in Business Administration, with a concentration in Finance, The University of Richmond, Robins School of Business Qualifications The Board believes that Mr. Adams’ extensive experience serving as Chief Executive Officer and formerly as Co-President and Chief Financial Officer of the Company makes him a valuable member of our Board. | |
| 16 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| MS. KATHRINE O’BRIEN | | ||||||
| Age 60 Director since 2018 INDEPENDENT Committees • Compensation (Chair) • Nominating and Governance | | | Career Highlights • Consultant, having led marketing teams for personal care and foods over the course of her career (2018 to present) Unilever, an international consumer goods company • Vice President and General Manager for Skin and Marketing Services (2014 to 2018) • Vice President, Marketing Services (2012 to 2014) • Served in various other roles (1984 to 2012) Other Current Board Service • Lehigh Valley Hospital Network Board of Trustees (since 2017) • Health Network Lab (since 2019) | | | Previous Board Service • AMAG Pharmaceuticals, Inc. (Nasdaq: AMAG) (2019 to 2020, when the company was sold) • ZO Skin Health (2021 to 2022) Education • Master of Business Administration, Columbia University • Bachelor of Arts in Economics, Boston College Qualifications The Board believes that Ms. O’Brien’s extensive experience as a marketing executive makes her a valuable member of our Board. | |
| MR. MICHAEL PURCELL | | ||||||
| Age 66 Independent Chair of the Board since 2022 Director since 2018 INDEPENDENT Committees • Audit (Chair and Financial Expert) • Strategic Review | | | Career Highlights • Financial advisor to several emerging growth companies (2017 to present) • Certified Public Accountant, who has provided assurance and advisory services to public and private enterprise clients of all sizes over the course of his career Deloitte & Touche LLP • Consultant (2015 to 2017) • Audit Partner (1979 to 2015) Other Current Board Service • International Money Express, Inc. (Nasdaq: IMXI) (since 2018) • Hyperion Bank (since 2018) • CFG Bank (since 2017) • Ben Franklin Technology Partners (since 2016) • Sits on the boards of several academic and community organizations | | | Education • Member of the American Institute of Certified Public Accountants • Member of the Pennsylvania Institute of Certified Public Accountants. • Master in Business Administration, Drexel University • Bachelor of Science, Lehigh University Qualifications The Board believes that Mr. Purcell’s extensive finance and audit experience makes him a valuable member of our Board. | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 17 | |
| MR. RONALD MITCHELL | | ||||||
| Age 52 Director since 2022 INDEPENDENT Committees • Compensation • Strategic Review | | | Career Highlights Humanity Health Inc., a leading executive recruitment and development platform for the healthcare and life sciences industry • Chief Executive Officer and Co-founder (2021 to present) Virgil Holdings Inc., an enterprise SaaS company that owns and operates Hcareers and Virgil Careers • Chief Executive Officer (2015 to 2020) Other Current Board Service • ON24, Inc. (NYSE: ONTF) (since 2023) • Humanity Health Inc. (since 2022) • Advancium Health Network (since 2021) • WeSolar Inc. (since 2020) | | | Previous Board Service • Virgil Holdings, Inc. (2018-2020) • CareerCore, Inc. (2005-2016) Education • Master’s in Business Administration, Harvard Business School • Bachelor of Arts, Harvard College Qualifications The Board believes that Mr. Mitchell’s extensive experience in talent acquisition and development for fast-growing healthcare companies makes him a valuable member of our Board. | |
| MR. DEREK SCHRIER | | ||||||
| Age 56 Director since 2022 INDEPENDENT Committees • Strategic Review (Chair) | | | Career Highlights Indaba Capital Management, L.P. • Founder, Managing Partner, and Chief Investment Officer (2010 to present) Farallon Capital Management, L.L.C. • Partner (2002 to 2008) • Investment professional (1998 to 2002) Goldman, Sachs & Co. • Investment banker, Mergers & acquisitions (1990 to 1992) Other Current Board Service • Indaba Capital Management, LP (since 2010) • Matriculate, a non-profit organization helping to provide college access to high-achieving, low-income students • Chairman of the Advisory Board, The Boston Review | | | Education • Juris Doctor, Stanford Law School • Master’s in Business Administration, Stanford University • Bachelor of Arts, Princeton School of Public and International Affairs, Princeton University Qualifications The Board believes that Mr. Schrier’s extensive experience in financial market and strategic and corporate governance makes him a valuable member of our Board. | |
| 18 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| MR. JONATHAN D. SCHWARTZ | | ||||||
| Age 61 Director since 2022 INDEPENDENT Committees • Audit (Financial Expert) • Nominating and Governance (Chair) | | | Career Highlights The Brookings Institution • Interim General Counsel (2022 to present) Univision Communications Inc. • Chief Legal and Corporate Affairs Officer (2013 to 2021) JPMorgan Chase & Co. • Managing Director and General Counsel, Investment Bank (2010 to 2012) Cablevision Systems Corporation • Executive Vice President and General Counsel (2003 to 2009) Napster • Vice President and General Counsel (2002 to 2003) U.S. Government • Senior Advisor to the Attorney General and the Deputy Attorney General, Department of Justice in Washington, D.C. • Federal Prosecutor, U.S. Attorney’s Office for the Southern District of New York • Law Clerk to Justice Thurgood Marshall, U.S. Supreme Court • Law Clerk to Judge Harry T. Edwards, U.S. Court of Appeals in Washington, D.C. | | | Other Current Board Service • Council on Foreign Relations • Latino U College Access • Dean’s Advisory Council, Stanford Law School • Penn Athletics Board of Advisors Previous Board Service • Revlon, Inc. (2017 to 2020) • Lawyers’ Committee for Civil Rights Under Law • The Legal Aid Society of New York • National Center for Law & Economic Justice Education • Master’s in International Relations, Cambridge University • Juris Doctor, Stanford Law School • Bachelor of Science in Economics, University of Pennsylvania Qualifications The Board believes that Mr. Schwartz’s extensive business strategy, transactional, litigation, regulatory, and corporate governance experience makes him a valuable member of our Board. | |
| | | | The Board unanimously recommends a vote FOR Proposal 1 to elect each of the director nominees. | | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 19 | |
| DR. SAMIRA BECKWITH | | ||||||
| Age 70 Director since 2017 INDEPENDENT Committees • Audit • Scientific Application (Chair) | | | Career Highlights Hope Healthcare Services, a holistic health care system providing care for over 3,000 individuals daily • President and Chief Executive Officer (1991 to present) Florida PACE Association • Founding President Other Current Board Service • The National Advisory Board of the CSU Institute for Palliative Care (since 2015) • The National PACE Association (since 2013) • Florida Hospice and Palliative Care Association (since 1991) • The Hospice Action Network (since 2007) Previous Board Service • Investor’s Security Trust (2003 to 2019) • Founding Director, The National Partnership for Hospice Innovation | | | • Over the course of her career, has actively worked with many professional organizations dedicated to hospice, palliative care, and care for people with serious illness Education • Doctor of Humane Letters, Southwest Florida College • Doctor of Humane Letters, Piedmont College • Master’s in Social Work, the Ohio State University • Bachelor of Arts in Sociology, the Ohio State University Qualifications The Board believes that Dr. Beckwith’s commitment to quality care and experience with palliative care and end-of-life issues make her a valuable member of our Board. | |
| 20 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| DR. DENNIS K. HELLING | | ||||||
| Age 74 Director since 2017 INDEPENDENT Committees • Nominating and Governance • Scientific Application | | | Career Highlights The University of Colorado Skaggs School of Pharmacy and Pharmaceutical Sciences • Clinical Professor (1992 to present) Kaiser Permanente Colorado, a non-profit health maintenance organization that develops innovative pharmacy services • Executive Director, Pharmacy Operations and Therapeutics (1992 to 2013) The American Pharmacists Association Foundation, a non-profit organization whose mission is to improve health by inspiring philanthropy, research, and innovation that advances pharmacists’ patient care services • President (2010 to 2012) The Accreditation Council for Pharmacy Education, a national agency responsible for the accreditation of professional degree programs in pharmacy • President (2002 to 2004) The American College of Clinical Pharmacy, an international association of clinical pharmacists dedicated to optimizing drug therapy outcomes in patients • President (1997 to 1998) • Co-founder (1979) Other Current Board Service • The National Advisory Board of the CSU Institute for Palliative Care (since 2015) | | | Previous Board Service • Care Synergy (2015 to 2018) • American Pharmacists Association Board of Trustees (2015 to 2018) • The Board of Pharmacy Specialties (2015 to 2018) • Vice-Chair, the Denver Hospice Board of Directors (2009 to 20018) • Chair of the Working Group on Pharmacy Reimbursement in the Federation of International Pharmacy • Founding Director, The National Partnership for Hospice Innovation Education • Graduate of the Executive Leadership Program, the Stanford University School of Business • Awarded the Remington Honor Medial, the highest national honor in pharmacy (2013) • Completed his residency, Cincinnati General Hospital • Doctor of Pharmacy, the University of Cincinnati College of Pharmacy • Bachelor of Science, the St. Louis College of Pharmacy Qualifications The Board believes that Dr. Helling’s experience in hospice care and pharmacy services and prior director experience make him a valuable member of our Board. | |
| REAR ADMIRAL PAMELA SCHWEITZER | | ||||||
| Age 64 Director since 2019 INDEPENDENT Committees • Compensation • Scientific Application | | | Career Highlights • Current speaker on various topics (2018 to present) U.S. Public Health Service • Assistant Surgeon General and Chief Pharmacist Officer (2014 to 2018, when she retired) The U.S. Centers for Medicare and Medicaid Services (“CMS”) • Technical Director in two divisions • Served in varied assignments The U.S. Indian Health Service • Served in varied assignments U.S. Veterans Administration • Served in varied assignments | | | Education • Board Certified Pharmacist • Currently completing the Executive Master of Health Administration Program, the University of Southern California Sol Price School of Public Policy • Completed an Ambulatory Care/Administrative residency, University of California Irvine Medical Center • Doctor of Pharmacy, the University of California San Francisco School of Pharmacy • Bachelor of Science in Biological Sciences, California State University Fullerton Qualifications The Board believes that RADM Schweitzer’s extensive leadership experience in public service and expertise in pharmacy programs make her a valuable member of our Board. | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 21 | |
| Director Skills and Experience | | | | MR. ADAMS | | | | DR. BECKWITH | | | | DR. HELLING | | | | MR. MITCHELL | | | | MS. O’BRIEN | | | | MR. PURCELL | | | | MR. SCHRIER | | | | MR. SCHWARTZ | | | | RADM SCHWEITZER | | |||
| | | Academics | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | Accounting and financial reporting | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| | | Business strategy | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
| | | Corporate governance and board service | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
| | | Executive leadership | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| | | Finance, banking, and investing | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| | | Health, medicine and science | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | | Human capital management | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
| | | Law and public policy | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| | | Marketing and sales | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | Risk management | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 22 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| | | Corporate Governance | |
| The Board has undertaken a review of the independence of our directors and has determined that the following current members of the Board are independent under the Nasdaq Listing Rules and applicable SEC rules: Dr. Samira Beckwith, Dr. Jan Berger, Dr. Dennis Helling, Ronald Mitchell, Kathrine O’Brien, Derek Schrier, Jonathan Schwartz, RADM Pamela Schweitzer, and Michael Purcell. | | | |
| | | MICHAEL PURCELL | | |
| Independent Chair of the Board | |
| BOARD OF DIRECTORS—COMMITTEE CHAIRS | | ||||||||||||||||
| AUDIT | | | | COMPENSATION | | | | NOMINATING AND GOVERNANCE | | | | SCIENTIFIC APPLICATION | | | | STRATEGIC REVIEW | |
| | | | | | | | | | | | | | |||||
| Michael Purcell | | | | Kathrine O’Brien | | | | Jonathan Schwartz | | | | Dr. Samira Beckwith | | | | Derek Schrier | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 23 | |
| | | | TRHC COMMITTEES | | ||||||||||||
| Name | | | Audit | | | Compensation | | | Nominating and Governance | | | Scientific Application | | | Strategic Review | |
| Brian Adams | | | | | | | | | | | | | | | | |
| Samira Beckwith | | | | | | | | | | | | | | | ||
| Dennis Helling | | | | | | | | | | | | | | | ||
| Ronald Mitchell | | | | | | | | | | | | | | | ||
| Kathrine O’Brien | | | | | | | | | | | | | | | ||
| Michael Purcell | | | | | | | | | | | | | | | ||
| Derek Schrier | | | | | | | | | | | | | | | | |
| Jonathan Schwartz | | | | | | | | | | | | | | | ||
| Pamela Schweitzer | | | | | | | | | | | | | | |
| | | Independent Chair of the Board | | | | | | Committee Chair | | | | | | Committee Member | | | | | | Audit Committee financial expert | |
| 24 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| | | AUDIT COMMITTEE | |
| CURRENT MEMBERS | | ||||||
| | | | | | |||
| Michael Purcell (Chair) | | | Dr. Samira Beckwith | | | Jonathan D. Schwartz | |
| Meetings in 2022: Five Qualifications • Each member of the Audit Committee qualifies as an independent director under the corporate governance standards of the Nasdaq Listing Rules and the independence requirements of Rule 10A-3 of the Exchange Act. • Our Board has determined that Mr. Purcell qualifies as an “audit committee financial expert.” Charter • The Audit Committee has adopted a written charter that satisfies the applicable standards of the SEC and the Nasdaq Listing Rules. The charter is available on our website at ir.tabularasa healthcare.com | | | Key Responsibilities The Audit Committee is responsible for assisting our Board in its oversight of: • the integrity of our consolidated financial statements, • the qualifications and independence of our independent auditors, and • our internal financial and accounting controls. The Audit Committee has direct responsibility for the appointment, compensation, retention (including termination), and oversight of our independent registered public accounting firm, and our independent registered public accounting firm reports directly to the Audit Committee. The functions of our Audit Committee include, among other things: • hiring an independent registered public accounting firm to conduct the annual audit of our financial statements and monitoring its performance; • communicating with a prospective independent registered public accounting firm prior to their engagement and reviewing disclosures by the prospective firm regarding independence; • pre-approving all audit services and permissible non-audit services provided by our independent registered public accounting firm; • reviewing and approving the planned scope of the annual audit and the results of the annual audit; • reviewing, at least annually, the independence of the independent registered public accounting firm, including considering policies regarding the Audit Committee’s preapproval by the Company of individuals employed or formerly employed by the Company’s auditors; • reviewing, upon completion of the audit, the financial statements proposed to be included in our Annual Report on Form 10-K to be filed with the SEC and to recommend whether or not such financial statements should be so included; • reviewing with management and our independent registered public accounting firm, as appropriate, our financial reports, earnings announcements, and our compliance with applicable legal and regulatory requirements; • reviewing the significant accounting and financial statement presentation principles, including critical accounting policies and practices, and their impact on our financial statements; • reviewing and discussing the Company’s guidelines and policies with respect to risk management and financial risk assessment and discussing with management, as appropriate; • coordinating the Board’s oversight of the performance of our internal audit function; • providing oversight and review of our asset management policies; • reviewing our internal financial, operating, and accounting controls with management and our independent registered public accounting firm; • establishing procedures for the treatment of complaints received by us regarding accounting, internal accounting controls, or auditing matters and confidential submissions by our employees of concerns regarding questionable accounting or auditing matters; • reviewing, with counsel, management and our independent registered public accounting firm, as applicable, any significant regulatory or other legal or accounting initiatives or matters that may impact our financial statements or compliance programs and policies; • reviewing and approving any related-party transactions; • overseeing preparation of the report required by rules of the SEC to be included in the Company’s annual proxy statement; and • reviewing and evaluating, at least annually, our Audit Committee’s charter. The Audit Committee has the authority to retain special legal, accounting, or other consultants as it deems necessary, at the Company’s expense, to carry out its duties and to determine the compensation of any such advisors. | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 25 | |
| | | | | | |||
| Michael Purcell (Chair) | | | Dr. Samira Beckwith | | | Jonathan D. Schwartz | |
| 26 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| | | COMPENSATION COMMITTEE | |
| CURRENT MEMBERS | | ||||||
| | | | | | |||
| Kathrine O’Brien (Chair) | | | Ronald Mitchell | | | RADM Pamela Schweitzer | |
| Meetings in 2022: 11 Qualifications • Each member of the Compensation Committee is a non-employee director within the meaning of Rule 16b-3 of the rules promulgated under the Exchange Act, each is an outside director as defined by Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and each is an independent director as defined by the Nasdaq Listing Rules. Charter • The Compensation Committee has adopted a charter that complies with the applicable standards of the SEC and the Nasdaq Listing Rules. The charter is available on our website at ir.tabularasa healthcare.com | | | Key Responsibilities The Compensation Committee: • approves the compensation objectives for the Company, • approves the compensation of the chief executive officer, and • approves or recommends to our Board for approval the compensation for other executives. The Compensation Committee reviews all compensation components, including base salary, bonus, benefits, and other perquisites and may consider recommendations made by the executive officers and compensation consultant in this process. The functions of our Compensation Committee include, among other things: • reviewing and modifying, as needed, the overall compensation strategy and policies for the Company; • reviewing and formulating policy and determining the compensation of our executive officers and employees; • reviewing and recommending to the Board the compensation of our directors; • appointing compensation consultants, independent legal counsel, or any other advisors engaged for the purpose of advising the committee, and evaluating any conflicts of interest raised by their work; • administering our benefit plans and granting equity awards to our employees and directors under these plans; • reviewing and monitoring management development plans and activities; • reviewing with management our disclosures under the caption “Compensation Discussion and Analysis” and recommending to the Board its inclusion in the Annual Reports on Form 10-K, registration statements, proxy statements, or information statements, as applicable; • providing recommendations to the Board on compensation-related proposals to be considered at the Company’s annual meeting, including the frequency of advisory votes on executive compensation; • if required from time to time, preparing the report of the Compensation Committee to be included in our annual proxy statement; and • reviewing and evaluating, at least annually, our Compensation Committee’s charter. The Compensation Committee may form and delegate authority to subcommittees or officers of the Company, as appropriate, including, but not limited to, a subcommittee composed of one or more members of the Board to grant stock awards under the Company’s equity incentive plans to persons who are not subject to the reporting requirements of Section 16 of the Exchange Act. Delegation by the Compensation Committee shall not limit or restrict the Compensation Committee on any matter so delegated, and, unless the Compensation Committee alters or terminates such delegation, any action by the Compensation Committee on any matter so delegated shall not limit or restrict future action by any subcommittee on such matters. The operation of the Compensation Committee shall be subject to the Bylaws and Section 141 of the Delaware General Corporation Law. | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 27 | |
| 28 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| | | NOMINATING AND GOVERNANCE | |
| CURRENT MEMBERS | | ||||||
| | | | | | |||
| Jonathan D. Schwartz (Chair) | | | Dr. Dennis K. Helling | | | Kathrine O’Brien | |
| Meetings in 2022: Four Qualifications • Each member of the Nominating and Governance Committee is a non-employee director within the meaning of Rule 16b-3 of the rules promulgated under the Exchange Act and an independent director as defined by the Nasdaq Listing Rules. Charter • The Nominating and Governance Committee has adopted a charter that complies with the applicable standards of the SEC and the Nasdaq Listing Rules. The charter is available on our website at ir.tabularasa healthcare.com | | | Key Responsibilities The Nominating and Governance Committee is responsible for: • identifying and evaluating candidates to serve as directors of the Company consistent with criteria approved by the Board; • recommending prospective director candidates to the Board for nomination; • making other recommendations to the Board regarding nomination and governance matters related to the directors of the Company, including director nominees for each committee of the Board; • developing and recommending to our Board corporate governance guidelines applicable to the Company; • advising our Board on corporate governance matters; • overseeing the Board’s committee structure and operations; • periodically reviewing the performance of the Board, including Board committees, and making recommendations; • developing, as appropriate, a set of corporate governance principles, and reviewing and recommending to our Board any changes to such principles; • instituting a plan or program for the continuing education of directors; • periodically reviewing the Company’s policy statements to determine their adherence to the Company’s Code of Business Ethics and Conduct; • periodically reviewing with the full Board and management the Company’s plans for succession for key executive officers and making recommendations to the Board with respect to the selection of appropriate individuals to succeed to those positions; • identifying, reviewing and evaluating candidates to serve on our Board consistent with the criteria approved by the Board; • recommending to the Board the chairmanship and membership of each of the Board’s committees; • preparing any reports or other disclosure required by applicable SEC rules and regulations to be included in the Company’s annual proxy statement; and • reviewing and evaluating, at least annually, our Nominating and Governance Committee’s charter. While the Nominating and Governance Committee does not have a formal diversity policy, the Nominating and Governance Committee recommends candidates based upon many factors, including their array of talents and perspectives, the diversity of their business or professional experience, and the diversity of their personal background. We believe that the Nominating and Governance Committee’s existing nominations process is designed to identify the best possible nominees for the Board, regardless of the nominee’s self-identified age, race, religion, national origin, sex, sexual orientation, disability, or any other basis proscribed by law. | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 29 | |
| 30 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| | | SCIENTIFIC APPLICATION COMMITTEE | |
| CURRENT MEMBERS | | ||||||
| | | | | | |||
| Dr. Samira Beckwith (Chair) | | | Dr. Dennis K. Helling | | | RADM Pamela Schweitzer | |
| Meetings in 2022: One Charter • The Scientific Application Committee has adopted a charter that complies with the applicable standards of the SEC and the Nasdaq Listing Rules. The charter is available on our website at ir.tabularasa healthcare.com | | | Key Responsibilities The Scientific Application Committee, which was formed in Fall 2022, is responsible for: • monitoring healthcare issues and trends; • reviewing and making recommendations on the Company’s strategies, policies, practices, and programs relating to possible commercialization of the Company’s portfolio of clinical tools and services; and • reviewing and assessing its own performance at least annually, and periodically assessing its charter. | |
| | | STRATEGIC REVIEW COMMITTEE | |
| CURRENT MEMBERS | | ||||||
| | | | | | |||
| Derek Schrier (Chair) | | | Ronald Mitchell | | | Michael Purcell | |
| Meetings in 2022: Four Charter • The Strategic Review Committee has adopted a charter that complies with the applicable standards of the SEC and the Nasdaq Listing Rules. The charter is available on our website at ir.tabularasa healthcare.com | | | Key Responsibilities The Strategic Review Committee, which was formed in Fall 2022, is responsible for: • reviewing the Company’s business and financial strategies and growth opportunities and making related recommendations to the Board; • reviewing and evaluating, at least quarterly, the Company’s performance relative to its business and financial strategies and growth opportunities and working with the CEO and CFO to address any shortfalls; • reviewing and making recommendations to the CEO regarding the Company’s cash flow, capital expenditures and financing requirements; • reviewing and making recommendations to the CEO and Board regarding potential mergers and acquisitions, divestitures and other key strategic transactions outside the ordinary course of business; • assisting the Board with evaluating proposals from unaffiliated third parties that could result in strategic transactions; • reviewing and making recommendations to the CEO and Board on potential strategic transactions; and • annually conducting a performance evaluation of the Strategic Review Committee’s performance and charter. | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 31 | |
| 32 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| | | Director Compensation | |
| 2022 Annual Non-Employee Director Compensation | | | | Additional 2022 Annual Compensation ($) | | ||||||
| | | | Independent Chair of our Board | | | 50,000 | | | | | |
| Committees | | | Chair | | | Member | | ||||
| Audit | | | 20,000 | | | 10,000 | | ||||
| Compensation | | | 15,000 | | | 7,500 | | ||||
| Nominating & Governance | | | 10,000 | | | 5,000 | | ||||
| Scientific Application | | | 10,000 | | | 5,000 | | ||||
| Strategic Review | | | 10,000 | | | 5,000 | |
| 2022 Annual Non-Employee Director Compensation | | | | Additional 2022 Annual Compensation ($) | | ||||||
| | | | Independent Chair of our Board | | | 50,000 | | | | | |
| Committees | | | Chair | | | Member | | ||||
| Audit | | | 20,000 | | | 10,000 | | ||||
| Compensation | | | 15,000 | | | 7,500 | | ||||
| Nominating & Governance | | | 10,000 | | | 5,000 | | ||||
| Scientific Application | | | 10,000 | | | 5,000 | | ||||
| Strategic Review | | | 10,000 | | | 5,000 | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 33 | |
| Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards(1) ($) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||
| Samira Beckwith(2) | | | | | 54,750 | | | | | | 184,720 | | | | | | — | | | | | | 239,470 | | |
| Jan Berger(3) | | | | | 65,250 | | | | | | 166,957 | | | | | | 50,000 | | | | | | 282,207 | | |
| Dennis K. Helling(4) | | | | | 34,125 | | | | | | 201,406 | | | | | | — | | | | | | 235,531 | | |
| Ronald Mitchell(5) | | | | | 15,625 | | | | | | 239,999 | | | | | | — | | | | | | 255,624 | | |
| Kathrine O’Brien(6) | | | | | 64,375 | | | | | | 166,957 | | | | | | — | | | | | | 231,332 | | |
| Michael Purcell(7) | | | | | 70,750 | | | | | | 187,031 | | | | | | — | | | | | | 257,781 | | |
| Derek C. Schrier(8) | | | | | 15,000 | | | | | | 239,999 | | | | | | — | | | | | | 254,999 | | |
| Jonathan Schwartz(9) | | | | | 17,500 | | | | | | 239,999 | | | | | | — | | | | | | 257,499 | | |
| Pamela Schweitzer(10) | | | | | 55,250 | | | | | | 174,421 | | | | | | — | | | | | | 229,671 | | |
| A Gordon Tunstall | | | | | 26,875 | | | | | | 219,096 | | | | | | — | | | | | | 245,971 | | |
| 34 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| | | Executive Officers | |
| Name | | | Age | | | Position | |
| Brian W. Adams | | | 42 | | | President and Chief Executive Officer | |
| Thomas Cancro | | | 55 | | | Chief Financial Officer | |
| Michael Greenhalgh | | | 61 | | | Chief Operating Officer and President, Pharmacy Services | |
| THOMAS CANCRO | | ||||||
| Chief Financial Officer since 2022 | | | Career Highlights Tabula Rasa HealthCare, Inc. • Chief Financial Officer (February 28, 2022 to present) DZS Inc. (Nasdaq: DZSI) • Chief Financial Officer (2019 to 2021) General Electric Company (NYSE: GE) (2016 to 2019) • Controller of GE Research GFI Group, Inc., a then NYSE-listed FinTech provider of wholesale brokerage services and SaaS software solutions (now a subsidiary of BGC Partners, Inc.) • Chief Accounting Officer and Corporate Controller (2008 to 2015) | | | MasTec Inc., a provider of telecommunications and energy infrastructure • Senior Vice President and Corporate Controller (2006-2008) Verizon Communications Inc. (NYSE: VZ) (1995-2005) • Chief Financial Officer of the company’s European joint venture with AT&T Inc. and Deutsche Telekom AG • Head of Capital Markets Strategy Education • Certified Public Accountant • CFA Charterholder • Bachelor of Science in Accounting, the Pennsylvania State University | |
| MICHAEL GREENHALGH | | ||||||
| Chief Operating Officer and President, Pharmacy Services since 2011 | | | Career Highlights • Mr. Greenhalgh brings more than 35 years of professional experience in pharmacy and related healthcare companies Tabula Rasa HealthCare, Inc. • Co-founder and Chief Operating Officer (2011 to present) CareKinesis • Chief Executive Officer (2017 to 2019) • Vice President of Pharmacy Services and Business Development (2010 to 2011) | | | Myofacial Associates, a professional wellness center • Co-founder and President (2003 to 2006) Business owner • President and Owner, Red Fern Pharmacy and Norris Hills Pharmacy (1988 to 1998); and Red Fern Medical Inc., a medical device company (1988 to 1998, when all three companies were acquired by Rite Aid, a Fortune 500 company). Education • Bachelor of Science in Pharmacy, Temple University | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 35 | |
| | | Proposal 2—Advisory Vote Approving the Compensation of Named Executive Officers | |
| | | | The Board unanimously recommends a vote FOR Proposal 2. | | |
| 36 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| | | Compensation Discussion and Analysis | |
| Determination of Compensation | | | | | | 41 | | |
| Peer Group and Market Data | | | | | | 42 | | |
| Elements of Compensation | | | | | | 42 | | |
| Other Benefits | | | | | | 45 | | |
| Change in Control and Severance Arrangements | | | | | | 45 | | |
| Risk Mitigation Policies and Practices | | | | | | 46 | | |
| Tax Implications | | | | | | 47 | | |
| | | | | | |||
| | | | | ||||
| BRIAN W. ADAMS(1) | | | THOMAS CANCRO | | | MICHAEL GREENHALGH | |
| President and Chief Executive Officer | | | Chief Financial Officer | | | Chief Operating Officer and President, Pharmacy Services | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 37 | |
| DR. CALVIN KNOWLTON(2) | | | DR. ORSULA KNOWLTON(3) | |
| Former Chief Executive Officer | | | Former Co-President and Chief Marketing & New Business Development Officer | |
| $299.5M 15% increase | | | | | | | | Eight changes | | | | | | | | Three divestitures of non-core businesses | | | | | | | | +16% increase | | ||||||
| Revenue | | | | | | | | Board Refreshment and Executive Leadership | | | | | | | | Non-Core Assets | | | | | | | | PACE Revenue Per Participant Per Month | | ||||||
| Full year 2022 revenue from continuing operations of $299.5 million, an increase of 15% compared to 2021. | | | | | | | | Pursuant to the Cooperation Agreement, Ronald Mitchell, Jonathan D. Schwartz and Derek C. Schrier were appointed to the Board as Class III directors. In addition, our Board approved an increase in the Board size from 9 directors to 10 directors. Mr. Brian Adams was appointed Interim Chief Executive Officer in September 2022 and as our permanent Chief Executive Officer in April 2023. Mr. Adams was appointed to the Board as a Class I director in April 2023, to fill the vacancy created by the increase in the number of seats on the Board. Leaders with diverse experience in organizational transformations joined the Company with Mr. Thomas Cancro as Chief Financial Officer, Ms. April Gill as Chief Commercial Officer, and Ms. Kathleen Larkin as Chief People Officer. | | | | | | | | Between August 2022 and March 2023, the Company divested three non-core businesses, enabling greater focus on our core operations and strategic priorities. | | | | | | | | PACE average revenue per participant per month was $494 as compared to $427 at December 31, 2021, which was driven by cross-selling. At December 31, 2022, 38% of the PACE participants we served utilized our medication services as compared to 34% at December 31, 2021. | |
| 38 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 39 | |
| | | | | | |||
| • retain key executives | | | • attract new talent | | | • link compensation achievement to business objectives | |
| | | What We Do | |
| | | We pay for performance | | |
| | | We use a mix of both short- and long-term performance metrics in our compensation program to align the interests of our named executive officers with those of our stockholders | | |
| | | The Compensation Committee retains an independent compensation consultant | | |
| | | Our executive compensation is subject to a clawback policy | | |
| | | Our named executive officers are subject to robust stock ownership requirements | | |
| | | |
| | | What We Don’t Do | |
| | | None of our named executive officers have employment agreements that provide guaranteed employment or compensation amounts | | |
| | | We do not encourage excessive risk-taking in our compensation practices | | |
| | | We do not provide 280G gross up payments | | |
| | | We do not have excessive perquisites | | |
| | | We do not have any supplemental executive retirement plans | |
| 40 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| | | | | | | Compensation Element | | | Compensation Objectives | | | Key Features and 2022 Highlights | |
| ◀ FIXED ▶ | | | Short- Term | | | BASE SALARY | | | • Recognizes performance of job responsibilities and attracts and retains individuals with superior talent. • Reflects the experience of the individual named executive officer and expected day-to-day contributions, supported by market data. | | | • Reviewed annually to consider changes in responsibility, experience, and market competitiveness. • In 2022, the Former NEOs and one of our Current NEOs received modest adjustments to their base salaries. | |
| ◀ AT RISK / VARIABLE ▶ | | | SHORT-TERM INCENTIVE COMPENSATION | | | • At-risk pay is designed to motivate achievement of annual performance goals. • Provides incentives to attain short-term corporate goals. | | | • Market competitive targets established for named executive officers under our Annual Incentive Plan (“AIP”). • Based entirely on corporate performance. • 2022 AIP awards were based on equally-weighted metrics of revenue and adjusted free cash flow. | | |||
| Long- Term | | | LONG-TERM EQUITY INCENTIVE COMPENSATION | | | • Drives stockholder value creation by aligning the interests of named executive officers with those of our stockholders. | | | • 2022 long-term incentive awards consisted of equally-weighted PSUs and time-based restricted stock awards (“RSAs”). • PSUs are based on the actual performance level achieved with respect to a three-year relative total stockholder return (“TSR”). • RSAs vest 25% annually over a four-year period from the date of grant. | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 41 | |
| • 1Life Healthcare, Inc. | | | • Evolent Health, Inc. | | | • National Research Corporation | |
| • Accolade, Inc. | | | • Health Catalyst, Inc. | | | • NextGen Healthcare, Inc. | |
| • American Well Corporation | | | • HealthEquity, Inc. | | | • Omnicell, Inc. | |
| • Benefitfocus, Inc. | | | • HealthStream, Inc. | | | • Phreesia, Inc. | |
| • Computer Programs & Systems, Inc. | | | • Hims & Hers Health, Inc. | | | • Vocera Communications, Inc. | |
| • eHealth, Inc. | | | • Inovalon Holdings, Inc. | | | | |
| | | New peer companies added to our 2022 peer group. | |
| Name | | | 2021 Base Salary ($) | | | 2022 Base Salary ($) | | | Percentage Increase | | |||||||||
| Brian Adams | | | | | 450,000 | | | | | | 450,000 | | | | | | 0% | | |
| Michael Greenhalgh | | | | | 400,000 | | | | | | 412,000 | | | | | | 3% | | |
| Thomas Cancro(1) | | | | | N/A | | | | | | 375,000 | | | | | | 0% | | |
| Dr. Calvin Knowlton | | | | | 550,000 | | | | | | 566,500 | | | | | | 3% | | |
| Dr. Orsula Knowlton | | | | | 450,000 | | | | | | 463,500 | | | | | | 3% | | |
| 42 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| Name | | | 2022 Target Bonus (% of Base Salary) | | | 2022 Target Bonus ($) | | ||||||
| Brian Adams | | | | | 75% | | | | | $ | 337,500 | | |
| Thomas Cancro | | | | | 50% | | | | | $ | 187,500 | | |
| Michael Greenhalgh | | | | | 60% | | | | | $ | 247,200 | | |
| Dr. Calvin Knowlton | | | | | 100% | | | | | $ | 566,500 | | |
| Dr. Orsula Knowlton | | | | | 75% | | | | | $ | 347,625 | | |
| Performance Measure | | | Weighting | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | ||||||||||||
| Revenue(1) | | | | | 50% | | | | 308.3 million | | | 324.5 million | | | 357 million | | |||||||||
| Adjusted Free Cash Flow(1) | | | | | 50% | | | | (10.5) million | | | (9.5) million | | | (8.6) million | | |||||||||
| % of Target Bonus | | | | | | | | | | | 30% | | | | | | 100% | | | | | | 150% | | |
| Performance Measure | | | Actual Performance Achieved ($) | | | Actual Payment % Achieved Based on Goal Weightings | | ||||||
| Revenue (50%)(1) | | | 332.97 million | | | | | 113% | | | |||
| Adjusted Free Cash Flow (50%)(1) | | | (14.73) million | | | | | 0% | | | |||
| Bonus Payout | | | 56.5% | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 43 | |
| Name | | | 2022 Target Bonus ($) | | | Actual Amounts Paid ($) | | ||||||
| Brian Adams | | | | | 337,500 | | | | | | 190,688 | | |
| Thomas Cancro | | | | | 187,500 | | | | | | 90,047 (1) | | |
| Michael Greenhalgh | | | | | 247,200 | | | | | | 139,668 | | |
| Accordingly, in 2022, 50% of each named executive officer’s total annual long-term incentive award, other than the award granted to Mr. Cancro when he joined the Company, was delivered in the form of PSUs and 50% was delivered in the form of time-based restricted stock. The restricted stock awards vest annually in four equal installments. The PSUs are subject to a three-year performance period, commencing on January 1, 2022 and ending December 31, 2024, and may become earned and vested based on the actual performance level achieved with respect to a three-year relative total stockholder return percentile ranking, compared to the S&P SmallCap 600 Health Care index. The performance objectives and the level of achievement for PSUs were set as follows: | | | |
| Performance Measure | | | Threshold | | | Target | | | Maximum | |
| Three-Year Relative TSR Ranking | | | 30th Percentile | | | 60th Percentile | | | 85th Percentile | |
| % of PSUs Vested | | | 25% | | | 100% | | | 200% | |
| Name | | | Restricted Stock Grant (# of Shares) | | | Grant Date Fair Value of Restricted Stock Grant(1) ($) | | | PSU Grant (at Target) (# of Shares) | | | Grant Date Fair Value of PSU Grant (at Target)(2) ($) | | | Total Long-Term Incentive Award Value (at Target) ($) | | |||||||||||||||
| Brian Adams | | | | | 200,000 | | | | | | 758,000 | | | | | | 200,000 | | | | | | 875,498 | | | | | | 1,633,498 | | |
| Thomas Cancro | | | | | 200,000 | | | | | | 934,000 | | | | | | — | | | | | | — | | | | | | 934,000 | | |
| Michael Greenhalgh | | | | | 150,000 | | | | | | 568,500 | | | | | | 150,000 | | | | | | 656,623 | | | | | | 1,225,123 | | |
| Dr. Calvin Knowlton | | | | | 325,000 | | | | | | 1,231,750 | | | | | | 325,000 | | | | | | 1,422,683 | | | | | | 2,654,433 | | |
| Dr. Orsula Knowlton | | | | | 200,000 | | | | | | 758,000 | | | | | | 200,000 | | | | | | 875,498 | | | | | | 1,633,498 | | |
| 44 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 45 | |
| Name | | | Base Salary ($) | | | Target Incentive Bonus (as a % of Base Salary) | | | Severance Term | | ||||||
| Brian Adams | | | | | 450,000 | | | | | | 75% | | | | 24 months | |
| Thomas Cancro | | | | | 375,000 | | | | | | 50% | | | | 12 months | |
| Michael Greenhalgh | | | | | 412,000 | | | | | | 60% | | | | 12 months | |
| 46 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| | | Compensation Committee Report | |
| Kathrine O’Brien (Chair) | | | Ronald Mitchell | | | RADM Pamela Schweitzer | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 47 | |
| | | Compensation Tables | |
| Name and Principal Position | | | Year | | | Salary ($) | | | Bonus(1) | | | Stock Awards(2) ($) | | | Non-Equity Incentive Plan Compensation(3) ($) | | | All Other Compensation(4) ($) | | | Total ($) | | |||||||||||||||||||||
| Brian Adams President and Chief Executive Officer and former Co-President and Chief Financial Officer | | | | | 2022 | | | | | | 450,000 | | | | | | — | | | | | | 1,633,498 | | | | | | 190,688 | | | | | | 27,526 | | | | | | 2,301,712 | | |
| | | 2021 | | | | | | 402,692 | | | | | | — | | | | | | 1,960,875 | | | | | | 84,563 | | | | | | 28,375 | | | | | | 2,476,505 | | | |||
| | | 2020 | | | | | | 384,615 | | | | | | — | | | | | | 1,517,371 | | | | | | — | | | | | | 23,213 | | | | | | 1,925,199 | | | |||
| Thomas Cancro Chief Financial Officer | | | | | 2022 | | | | | | 311,190 | | | | | | — | | | | | | 934,000 | | | | | | 90,047 | | | | | | 59,944 | | | | | | 1,395,181 | | |
| Michael Greenhalgh Chief Operating Officer | | | | | 2022 | | | | | | 407,846 | | | | | | 50,000 | | | | | | 1,225,123 | | | | | | 139,668 | | | | | | 33,390 | | | | | | 1,856,027 | | |
| | | 2021 | | | | | | 396,923 | | | | | | — | | | | | | 1,960,875 | | | | | | 79,200 | | | | | | 31,670 | | | | | | 2,468,668 | | | |||
| | | 2020 | | | | | | 377,755 | | | | | | — | | | | | | 1,017,380 | | | | | | — | | | | | | 29,772 | | | | | | 1,424,907 | | | |||
| Dr. Calvin Knowlton Former Chief Executive Officer | | | | | 2022 | | | | | | 482,119 | | | | | | — | | | | | | 2,654,433 | | | | | | — | | | | | | 2,847,463 | | | | | | 5,984,015 | | |
| | | 2021 | | | | | | 539,423 | | | | | | — | | | | | | 5,229,000 | | | | | | 181,500 | | | | | | 21,502 | | | | | | 5,971,425 | | | |||
| | | 2020 | | | | | | 497,115 | | | | | | — | | | | | | 4,059,731 | | | | | | — | | | | | | 45,814 | | | | | | 4,602,660 | | | |||
| Dr. Orsula Knowlton Former Co-President and Chief Marketing & New Business Development Officer | | | | | 2022 | | | | | | 387,373 | | | | | | — | | | | | | 1,633,498 | | | | | | — | | | | | | 2,105,764 | | | | | | 4,126,635 | | |
| | | 2021 | | | | | | 441,346 | | | | | | — | | | | | | 3,268,125 | | | | | | 111,375 | | | | | | 11,073 | | | | | | 3,831,919 | | | |||
| | | 2020 | | | | | | 406,731 | | | | | | — | | | | | | 2,548,853 | | | | | | — | | | | | | 12,716 | | | | | | 2,968,300 | | |
| Name | | | Company Contribution to 401(k) Plan ($) | | | Health and Welfare Benefits(a) ($) | | | Executive Life Insurance Program(b) ($) | | | Perquisites(c) ($) | | | Severance(d) ($) | | |||||||||||||||
| Brian Adams | | | | | 9,150 | | | | | | 17,598 | | | | | | 778 | | | | | | — | | | | | | — | | |
| Thomas Cancro | | | | | 6,490 | | | | | | 5,454 | | | | | | — | | | | | | 48,000 | | | | | | — | | |
| Michael Greenhalgh | | | | | 9,150 | | | | | | 22,166 | | | | | | 2,074 | | | | | | — | | | | | | — | | |
| Dr. Calvin Knowlton | | | | | 9,150 | | | | | | 9,407 | | | | | | — | | | | | | 3,621 | | | | | | 2,825,285 | | |
| Dr. Orsula Knowlton | | | | | 9,150 | | | | | | 1,724 | | | | | | 680 | | | | | | 1,944 | | | | | | 2,092,266 | | |
| 48 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| Name | | | Grant Date | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | | Grant Date Fair Value of Stock and Option Awards (Target)(3) ($) | | |||||||||||||||||||||||||||||||||||||||
| Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | |||||||||||||||||||||||||||||||||||||||
| Brian Adams | | | | | 5/02/2022 | | | | | | 101,250 | | | | | | 337,500 | | | | | | 506,250 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 8/22/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 50,000 | | | | | | 200,000 | | | | | | 400,000 | | | | | | — | | | | | | — | | | |||
| | | 8/01/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 200,000 | | | | | | 758,000 | | | |||
| Thomas Cancro | | | | | 5/02/2022 | | | | | | 56,250 | | | | | | 187,500 | | | | | | 281,250 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/24/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 200,000 | | | | | | 934,000 | | | |||
| Michael Greenhalgh | | | | | 5/02/2022 | | | | | | 74,160 | | | | | | 247,200 | | | | | | 370,800 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 8/22/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 37,500 | | | | | | 150,000 | | | | | | 300,000 | | | | | | — | | | | | | — | | | |||
| | | 8/01/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 150,000 | | | | | | 568,500 | | | |||
| Dr. Calvin Knowlton | | | | | 5/02/2022 | | | | | | 169,950 | | | | | | 566,500 | | | | | | 849,750 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 8/22/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 81,250 | | | | | | 325,000 | | | | | | 650,000 | | | | | | — | | | | | | — | | | |||
| | | 8/01/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 325,000 | | | | | | 1,231,750 | | | |||
| Dr. Orsula Knowlton | | | | | 5/02/2022 | | | | | | 104,288 | | | | | | 347,625 | | | | | | 521,438 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 8/22/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 50,000 | | | | | | 200,000 | | | | | | 400,000 | | | | | | — | | | | | | — | | | |||
| | | 8/01/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 200,000 | | | | | | 758,000 | | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 49 | |
| | | | | | | | | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||
| Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options Exercisable (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested(3) (#) | | | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested(4) (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(4) ($) | | ||||||||||||||||||||||||
| Brian Adams | | | | | 6/28/2013 | | | | | | 42,153 | | | | | | 3.11 | | | | | | 6/28/2023(1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 10/21/2016 | | | | | | 21,350 | | | | | | 14.23 | | | | | | 10/21/2026(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 3/10/2017 | | | | | | 39,347 | | | | | | 13.78 | | | | | | 3/10/2027(1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 2/14/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,000(5) | | | | | | 44,550 | | | | | | — | | | | | | — | | | |||
| | | 2/24/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,013(6) | | | | | | 54,514 | | | | | | — | | | | | | — | | | |||
| | | 1/29/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 21,094(7) | | | | | | 104,415 | | | | | | — | | | | | | — | | | |||
| | | 8/1/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 200,000(8) | | | | | | 990,000 | | | | | | — | | | | | | — | | | |||
| | | 4/27/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,031 | | | | | | 34,803 | | | |||
| | | 8/22/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 50,000 | | | | | | 247,500 | | | |||
| Thomas Cancro | | | | | 2/24/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 200,000(9) | | | | | | 990,000 | | | | | | — | | | | | | — | | |
| Michael Greenhalgh | | | | | 6/28/2013 | | | | | | 25,000 | | | | | | 3.11 | | | | | | 6/28/2023(1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 10/21/2016 | | | | | | 14,500 | | | | | | 14.23 | | | | | | 10/21/2026(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 3/10/2017 | | | | | | 21,847 | | | | | | 13.78 | | | | | | 3/10/2027(1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 2/14/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,500(5) | | | | | | 17,325 | | | | | | — | | | | | | — | | | |||
| | | 2/24/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,342(6) | | | | | | 36,343 | | | | | | — | | | | | | — | | | |||
| | | 1/29/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 21,094(7) | | | | | | 104,415 | | | | | | — | | | | | | — | | | |||
| | | 8/1/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 150,000(8) | | | | | | 742,500 | | | | | | — | | | | | | — | | | |||
| | | 4/27/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,031 | | | | | | 34,803 | | | |||
| | | 8/22/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 37,500 | | | | | | 185,625 | | |
| 50 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| | | | Option Awards | | | Stock Awards | | ||||||||||||||||||
| Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise(1) ($) | | | Number of Shares Acquired on Vesting(2) (#) | | | Value Realized on Vesting(3) ($) | | ||||||||||||
| Brian Adams | | | | | — | | | | | | — | | | | | | 29,538 | | | | | | 453,374 | | |
| Thomas Cancro | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Michael Greenhalgh | | | | | — | | | | | | — | | | | | | 19,202 | | | | | | 296,094 | | |
| Dr. Calvin Knowlton | | | | | — | | | | | | — | | | | | | 424,707 | | | | | | 1,876,199 | | |
| Dr. Orsula Knowlton | | | | | — | | | | | | — | | | | | | 301,542 | | | | | | 1,327,472 | | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 51 | |
| Name(1) | | | Cash Severance ($) | | | Benefit Continuation(2) ($) | | | Outplacement Services ($) | | | Equity Awards(3) ($) | | | Total ($) | | |||||||||||||||
| Brian Adams | | | | | 1,237,500 | | | | | | 48,000 | | | | | | 25,000 | | | | | | 2,229,885 | | | | | | 3,540,385 | | |
| Thomas Cancro | | | | | 562,500 | | | | | | 24,000 | | | | | | 25,000 | | | | | | 990,000 | | | | | | 1,601,500 | | |
| Michael Greenhalgh | | | | | 640,000 | | | | | | 24,000 | | | | | | 25,000 | | | | | | 1,689,489 | | | | | | 2,378,489 | | |
| 52 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| Name | | | Base Salary Continuation(1) ($) | | | Benefit Continuation(2) ($) | | | Outplacement Services(3) ($) | | | Equity Awards(4) ($) | | | Total ($) | | |||||||||||||||
| Dr. C. Knowlton | | | | | 849,750 | | | | | | 18,118 | | | | | | 25,000 | | | | | | 1,932,417 | | | | | | 2,825,285 | | |
| Dr. O. Knowlton | | | | | 695,250 | | | | | | — | | | | | | 25,000 | | | | | | 1,372,016 | | | | | | 2,092,266 | | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 53 | |
| 54 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| | | CEO Pay Ratio | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 55 | |
| | | Pay Versus Performance | |
| Year | | Summary Compensation Table Total for Brian Adams(1) ($) | | Summary Compensation Table Total for Calvin Knowlton(1) ($) | | Compensation Actually Paid to Brian Adams(2) ($) | | Compensation Actually Paid to Calvin Knowlton(2) ($) | | Average Summary Compensation Table Total for Non-CEO NEOs(3) ($) | | Average Compensation Actually Paid to Non-CEO NEOs(2)(3) ($) | | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($) | | Net Income (Loss) (in millions)(4) ($) | | Year | | Summary Compensation Table Total for Brian Adams(1) ($) | | Summary Compensation Table Total for Calvin Knowlton(1) ($) | | Compensation Actually Paid to Brian Adams(2) ($) | | Compensation Actually Paid to Calvin Knowlton(2) ($) | | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) ($) | | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($) | | Net Income (Loss) (in millions)(4) ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | | | | | 2,301,712 | | | | | 5,984,015 | | | | | 1,532,550 | | | | | 26,176 | | | | | 2,459,281 | | | | | 915,985 | | | | | 11.55 | | | | | (147.5) | | | 2022 | | | | | 2,301,712 | | | | | 5,984,015 | | | | | 1,532,550 | | | | | 26,176 | | | | | 2,459,281 | | | | | 915,985 | | | | | 11.55 | | | | | (147.5) | | | ||||||||||||||
| 2021 | | | | | N/A | | | | | 5,971,425 | | | | | N/A | | | | | (5,531,474) | | | | | 2,925,697 | | | | | (1,429,004) | | | | | 35.01 | | | | | (79.1) | | | 2021 | | | | | N/A | | | | | 5,971,425 | | | | | N/A | | | | | (5,531,474) | | | | | 2,925,697 | | | | | (1,429,004) | | | | | 35.01 | | | | | (79.1) | | |
| | | | 2022 | | | 2021 | | ||||||||||||||||||||||||
| | | | Brian Adams ($) | | | Calvin Knowlton ($) | | | Average Non-PEO NEOs ($) | | | Calvin Knowlton ($) | | | Average Non-PEO NEOs ($) | | |||||||||||||||
| Total Compensation from Summary Compensation Table | | | | | 2,301,712 | | | | | | 5,984,015 | | | | | | 2,459,281 | | | | | | 5,971,425 | | | | | | 2,925,697 | | |
| Adjustments for Equity Awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Adjustment for grant date values in the Summary Compensation Table | | | | | (1,633,498) | | | | | | (2,654,433) | | | | | | (1,264,207) | | | | | | (5,229,000) | | | | | | (2,396,625) | | |
| Year-end fair value of unvested awards granted in the current year | | | | | 1,274,130 | | | | | | — | | | | | | 648,533 | | | | | | 1,152,750 | | | | | | 528,344 | | |
| Year-over-year difference of year-end fair values for unvested awards granted in prior years | | | | | (420,098) | | | | | | — | | | | | | (109,310) | | | | | | (7,473,843) | | | | | | (2,507,456) | | |
| Fair values at vest date for awards granted and vested in current year | | | | | — | | | | | | 369,688 | | | | | | 75,833 | | | | | | — | | | | | | — | | |
| Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | | | | | 10,304 | | | | | | (3,645,344) | | | | | | (888,364) | | | | | | 47,194 | | | | | | 21,036 | | |
| 56 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| | | | 2022 | | | 2021 | | ||||||||||||||||||||||||
| | | | Brian Adams ($) | | | Calvin Knowlton ($) | | | Average Non-PEO NEOs ($) | | | Calvin Knowlton ($) | | | Average Non-PEO NEOs ($) | | |||||||||||||||
| Forfeitures during current year equal to prior year-end fair value | | | | | — | | | | | | (27,750) | | | | | | (5,781) | | | | | | — | | | | | | — | | |
| Dividends or dividend equivalents not otherwise included in total | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Total Adjustments for Equity Awards | | | | | (769,162) | | | | | | (5,957,839) | | | | | | (1,543,296) | | | | | | (11,502,899) | | | | | | (4,354,701) | | |
| Compensation Actually Paid (as Calculated) | | | | | 1,532,550 | | | | | | 26,176 | | | | | | 915,985 | | | | | | (5,531,474) | | | | | | (1,429,004) | | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 57 | |
| 58 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| | | Security Ownership of Certain Beneficial Owners and Management | |
| | | | Beneficial Ownership | | |||||||||
| Name | | | Number of Shares (#) | | | Percent of Total (%) | | ||||||
| 5%+ Beneficial Stockholders | | | | | | | | | | | | | |
| Indaba Capital Management, L.P.(1) One Letterman Drive, Building D, Suite DM 700 San Francisco, California 94129 | | | | | 6,521,578 | | | | | | 24.1% | | |
| Directors and Executive Officers | | | | | | | | | | | | | |
| Brian Adams(2) | | | | | 505,391 | | | | | | 1.9% | | |
| Thomas Cancro(3) | | | | | 211,500 | | | | | | * | | |
| Michael Greenhalgh(4) | | | | | 373,983 | | | | | | 1.4% | | |
| Dr. Samira Beckwith(5) | | | | | 63,172 | | | | | | * | | |
| Dr. Jan Berger(6) | | | | | 78,918 | | | | | | * | | |
| Dr. Dennis Helling(7) | | | | | 88,837 | | | | | | * | | |
| Ronald Mitchell(8) | | | | | 53,691 | | | | | | * | | |
| Kathrine O’Brien(9) | | | | | 24,671 | | | | | | * | | |
| Michael Purcell(10) | | | | | 113,681 | | | | | | * | | |
| Derek C. Schrier(11) | | | | | 6,574,325 | | | | | | 24.5% | | |
| Jonathan D. Schwartz(12) | | | | | 52,747 | | | | | | * | | |
| RADM Pamela Schweitzer(13) | | | | | 63,363 | | | | | | * | | |
| All current executive officers and directors as a group (12 persons) | | | | | 8,204,279 | | | | | | 30.3% | | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 59 | |
| 60 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| | | Delinquent Section 16(a) Reports | |
| | | Securities Authorized for Issuance Under Equity Compensation Plans as of December 31, 2022 | |
| | | (a) | | (b) | | (c) | | | | (a) | | (b) | | (c) | | ||||||||||||||||||||||||
| Plan Category | | Number of Securities To Be Issued Upon Exercise of Outstanding Options,Warrants, and Rights (#) | | Weighted- Average Exercise Price of Outstanding Options, Warrants, and Rights ($) | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(Excluding Securities Reflected in Column (a))(1) (#) | | Plan Category | | Number of Securities To Be Issued Upon Exercise of Outstanding Options,Warrants, and Rights (#) | | Weighted- Average Exercise Price of Outstanding Options, Warrants, and Rights ($) | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(1) (#) | | ||||||||||||||||||||||||
| Equity compensation plans approved by security holders | | | | | 1,177,805 | | | | | 28.39 | | | | | 1,251,990 | | | Equity compensation plans approved by security holders | | | | | 1,177,805 | | | | | 28.39 | | | | | 1,251,990 | | | ||||
| Equity compensation plans not approved by security holders | | | | | — | | | | | — | | | | | — | | | Equity compensation plans not approved by security holders | | | | | — | | | | | — | | | | | — | | | ||||
| Total | | | | | 1,177,805 | | | | | 28.39 | | | | | 1,251,990 | | | Total | | | | | 1,177,805 | | | | | 28.39 | | | | | 1,251,990 | | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 61 | |
| | | Certain Relationships and Related Party Transactions | |
| 62 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| Name | | | Grant Date | | | Number of Securities Underlying Award (#) | | ||||||
| Phillip Christou | | | | | 1/1/2022 | | | | | | 1,156 | | |
| | | 8/22/2022 | | | | | | 5,098 | | | |||
| Joseph Filippoli | | | | | 8/22/2022 | | | | | | 25,832 | | |
| Michael Greenhalgh Jr. | | | | | 1/1/2022 | | | | | | 321 | | |
| Jeffrey Knowlton | | | | | 1/1/2022 | | | | | | 787 | | |
| | | 8/22/2022 | | | | | | 5,951 | | | |||
| Robert Omlor | | | | | 1/1/2022 | | | | | | 606 | | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 63 | |
| 64 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| | | Proposal 3—Ratification of Selection of Independent Registered Public Accounting Firm | |
| | | | Fiscal Year Ended | | |||||||||
| KPMG Fees | | | 2022 ($) | | | 2021 ($) | | ||||||
| Audit fees(1) | | | | | 1,313,195 | | | | | | 1,534,043 | | |
| Audit-related fees | | | | | — | | | | | | — | | |
| Tax fees | | | | | — | | | | | | — | | |
| All other fees | | | | | — | | | | | | — | | |
| Total | | | | | 1,313,195 | | | | | | 1,534,043 | | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 65 | |
| | | | The Board unanimously recommends a vote FOR Proposal 3. | | |
| 66 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| | | Proposal 4—Approval of an Amendment to the Certificate of Incorporation to Declassify the Board of Directors | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 67 | |
| 68 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 69 | |
| | | | The Board unanimously recommends a vote FOR Proposal 4. | | |
| 70 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| | | Proposal 5—Approval of an Amendment of the Certificate of Incorporation to Provide for the Exculpation of Officers as Permitted by Delaware Law | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 71 | |
| 72 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| | | | The Board unanimously recommends a vote FOR Proposal 5. | | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 73 | |
| | | Proposal 6—Approval of an Amendment of the Certificate of Incorporation to Add a Federal Forum Selection Provision | |
| 74 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| | | | The Board unanimously recommends a vote FOR Proposal 6. | | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | 75 | |
| | | Other Matters | |
| 76 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| | | Appendix A | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | A-1 | |
| A-2 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | A-3 | |
| A-4 | | | | Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | |
| | | | TABULA RASA HEALTHCARE, INC. | | |||
| | | | By: | | | Calvin H. KnowltonBrian W. Adams Chief Executive Officer | |
| Tabula Rasa HealthCare, Inc. 2023 Proxy Statement | | | | A-5 | |