Item 2.02. Results of Operations and Financial Condition.
On February 24, 2022, Tabula Rasa HealthCare, Inc. (the “Company”) issued a press release announcing its 2021 fourth quarter and full year financial results. The press release is being furnished with this Current Report on Form 8-K as Exhibit 99.1 and is hereby incorporated herein by reference.
The information provided in this Item 2.02 (including Exhibit 99.1) of this Current Report on Form 8-K is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be deemed to be incorporated by reference in any filing made by Tabula Rasa HealthCare, Inc. pursuant to the Securities Act of 1933, as amended, or the Exchange Act, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Thomas Cancro, 54, has been appointed as the Company’s Chief Financial Officer (the “CFO Appointment”), effective as of February 28, 2022 (the “Effective Date”). Mr. Cancro previously was the Chief Financial Officer of DZS Inc. from 2019 through 2021. Prior to his role at DZS Inc., Mr. Cancro was with General Electric Company (NYSE: GE), a global diversified corporation, most recently as Controller of the company’s technology research and IP-licensing business unit. From 2015 to 2016, Mr. Cancro served as Assistant Corporate Controller of CarMax, Inc. (NYSE: KMX), a retailer of used vehicles in the United States. From 2008 to 2015, Mr. Cancro served as Chief Accounting Officer and Corporate Controller of GFI Group, Inc., a then NYSE-listed FinTech provider of wholesale brokerage services and SaaS software solutions (now a subsidiary of BGC Partners, Inc. (Nasdaq: BGCP)). From 2006 to 2008, Mr. Cancro served as Senior Vice President and Corporate Controller of MasTec Inc. (NYSE: MTZ), a provider of telecommunications and energy infrastructure. From 1995 to 2005, Mr. Cancro served in a variety of leadership roles at Verizon Communications Inc. (NYSE: VZ) (“Verizon”), including as Chief Financial Officer of the company’s European joint venture with AT&T Inc. and Deutsche Telekom AG, where he led that company through its initial public capital markets offering and related registration with the U.S. Securities and Exchange Commission, and later in an executive role in Verizon’s Treasury organization, where he advised the company as to capital markets strategy. Mr. Cancro, who holds a Bachelor of Science degree in Accounting from the Pennsylvania State University, began his career at PricewaterhouseCoopers. He is a Certified Public Accountant and also holds a CFA Charter.
In connection with the CFO Appointment, the Company and Mr. Cancro entered into an Offer Letter setting forth the terms and conditions of Mr. Cancro’s employment (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Cancro’s employment will be at-will and he will receive an annual base salary of $375,000. He also will be eligible to participate in the Company’s annual bonus plan and earn up to 50% of his base salary, based upon the achievement of specified performance goals. For fiscal year 2022, his annual bonus will be pro-rated to reflect his time of service. The Offer Letter also provides for a one-time, initial restricted stock unit grant with respect to 200,000 shares of common stock of the Company (the “Initial RSU Grant”). The Initial RSU Grant will be made on or as soon as practicable following the Effective Date and will vest in four substantially equal annual installments on February 24, 2022, February 24, 2023, February 24, 2024, and February 24, 2025, subject to Mr. Cancro’s continued employment through each such vesting date. The Offer Letter also entitles Mr. Cancro to certain relocation benefits and attorneys’ fees reimbursement. Specifically, the Company has agreed to reimburse Mr. Cancro for up to $25,000 of reasonable and customary relocation expenses, including moving costs, temporary housing, and house-hunting trips related to his relocation to the Company’s headquarters in Moorestown, New Jersey, as well as up to $5,000 for an attorney of his choosing to review the Offer Letter. Mr. Cancro also will be eligible to participate in the employee benefits and insurance programs that generally are provided by the Company to its employees.
In addition to the Offer Letter, the Company and Mr. Cancro also entered into the Change-in-Control and Severance Agreement, dated as of February 24, 2022 (the “CIC Agreement”). Pursuant to the CIC Agreement, if Mr. Cancro’s employment is terminated by the Company without Cause or by Mr. Cancro for Good Reason (each as defined in the CIC Agreement), Mr. Cancro will be entitled to: (i) continuation of his then-current base salary for twelve months following the date of his termination (the “Term”), which amount shall be paid in regular payroll installments over the Term; (ii) continued health insurance coverage for the Term, if Mr. Cancro timely and properly elects health continuation coverage under COBRA (the “COBRA Continuation Benefits”); (iii) up to $25,000 of reimbursement for reasonable fees and costs for outplacement services during the Term (the “Outplacement Service Reimbursement”); and (iv) the Accrued Obligations (as defined below) (collectively, the “Severance Payments”).
In the event that Mr. Cancro’s employment is terminated by reason of his death, then he shall be entitled to: (i) the Accrued Obligations; (ii) an amount equal to his then-current base salary for the Term, which amount shall be paid in a single lump sum as soon as reasonably practicable following his death; and (iii) (a) all of Mr. Cancro’s then-outstanding, unvested, time-based equity grants will immediately vest or become exercisable in full as of the date of his death and (b) all of his then-outstanding, unvested, performance-based equity grants will remain subject to the terms and conditions of the applicable award agreements. If Mr. Cancro’s employment is terminated by reason of Disability (as defined in the CIC Agreement), then he will only be entitled to receive the Accrued Obligations.
