Mr. Westerfield, age 54, has held multiple Chief Financial Officer roles and has scaled, funded and exited multiple software and data service-based company ventures. Drawn to healthcare data and analytics, he has served as Chief Financial Officer of Clearsense, Inc. (“Clearsense”), an enterprise healthcare data analytics platform serving health providers and payors since October 2022. Prior to Clearsense, he was the Chief Financial Officer of Dstillery, an advertising technology data analytics provider, initially as a consultant from June 2020 to August 2020, and then as an employee until April 2022, at which time he transitioned to the role of Strategic Financial Advisor from May 2022 to October 2022. Prior to that, he served as the Chief Financial Officer of Aetion from January 2019 to June 2022. He also served as the Chief Financial Officer of Uphold, Ltd. (“Uphold”), a financial technology platform as a service company operating regulated money services, from August 2016 through December 2018, and he continued to serve as Vice Chairman of the Board of Directors at Uphold until December 2019. Mr. Westerfield also held other Chief Financial Officer positions at numerous other software as a service (i.e., SaaS) companies. He began his career on Wall Street as a senior equity research analyst specializing in the internet and media and entertainment sectors. Mr. Westerfield received his B.A. from Yale University and his M.B.A. from Columbia Business School.
There are no arrangements or understandings between either of Dr. Ho or Mr. Westerfield and any other persons pursuant to which Dr. Ho or Mr. Westerfield, respectively, was selected as an executive officer, and there are no transactions in which either of Dr. Ho or Mr. Westerfield has an interest requiring disclosure under Item 404(a) of Regulation S-K.
In connection with Dr. Ho’s appointment as Interim Chief Executive Officer, the Company entered into a Letter Agreement with Dr. Ho (the “Ho Letter Agreement”), effective as of December 7, 2023, which provides for cash compensation for her service as Interim Chief Executive Officer at an annualized rate of $1,500,000 for an initial term of six months, which may be extended on a month-to-month basis by mutual agreement. In addition, Dr. Ho is eligible pursuant to the Ho Letter Agreement to earn a cash bonus during Dr. Ho’s period of service as Interim Chief Executive Officer of up to $200,000 based on the achievement of certain milestones, to be established by the Compensation Committee of the Board in its sole, good faith discretion. Dr. Ho will not be compensated separately for service on the Board during her term of service as Interim Chief Executive Officer. The foregoing summary of the Ho Letter Agreement is qualified in its entirety by the Ho Letter Agreement, which is attached hereto as Exhibit 10.1 to this report and is incorporated herein by reference.
In connection with Mr. Westerfield’s appointment as Interim Chief Financial Officer, the Company entered into a Letter Agreement with Mr. Westerfield (the “Westerfield Letter Agreement”), effective as of December 7, 2023, which provides for cash compensation at an annualized rate of $787,500 for an initial term of six months commencing on January 1, 2024 (the “Start Date”), and such term may be extended by mutual agreement for successive three month terms. The Westerfield Letter Agreement also provides for a success fee of $200,000 based on the achievement of certain milestones, to be established by the Compensation Committee of the Board in its sole, good faith discretion. From December 7, 2023 until the Start Date, Mr. Westerfield will provide services as Interim Chief Financial Officer and will serve as the Company’s principal financial officer and principal accounting officer pursuant to a short-term consulting agreement (the “Westerfield Consulting Agreement”), which provides for Mr. Westerfield to be paid a flat consulting fee of $50,500 in respect of such services. The foregoing summary of the Westerfield Letter Agreement and the Westerfield Consulting Agreement are qualified in their entirety by the Westerfield Letter Agreement and the Westerfield Consulting Agreement, which are attached hereto as Exhibits 10.2 and 10.3 to this report, respectively, and are incorporated herein by reference.
On December 6, 2023, in connection with their respective separations from employment with the Company, each of Mr. Poulton and Ms. Jones entered into a Separation Agreement with the Company (the “Poulton Separation Agreement” and the “Jones Separation Agreement”, respectively). Ms. Jones also entered into a Consulting Agreement with the Company, effective as of December 7, 2023 (the “Jones Consulting Agreement”).
Pursuant to the terms of the Poulton Separation Agreement, Mr. Poulton is entitled to: (i) a separation payment in the amount of $1,600,000, payable in substantially equal installments over the 24-month period following his separation (with such amount based on Mr. Poulton’s existing base salary and not reflective of the $1,000,000 base salary level approved by the Compensation Committee of the Board in 2023 but not implemented), (ii) continued participation in Company health and dental benefit plans at active employee rates for up to 24 months, and (iii) accelerated vesting with respect to each Company equity award held by Mr. Poulton that is subject solely to time-based vesting conditions and that is scheduled to vest during the 2024 calendar year (including the 2021 free cash flow performance-based restricted stock units, for which the performance condition was previously achieved but which remain subject to time-based vesting until March 2024). The total number of shares of Company common
