Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April 15, 2022, the compensation committee of the board of directors (the
"Committee") of Change Healthcare Inc. (the "Company") approved a special equity
award of Restricted Stock Units ("RSUs") under the Company's 2019 Omnibus
Incentive Plan to Kriten Joshi, the Company's Executive Vice President &
President, Network Solutions and President, Software & Analytics, and Steven
Martin, the Company's Executive Vice President, Enterprise Technology.
Mr. Joshi's special equity award was comprised of 172,872 RSUs, which was in
addition to his annual equity award of 73,138 RSUs. Mr. Martin's special equity
award was comprised of 170,656 RSUs, which was in addition to his annual equity
award of 73,138 RSUs. The special and annual equity awards granted to Messrs.
Joshi and Martin will vest in twelve equal quarterly installments commencing
July 15, 2022, subject to their continued employment through the applicable
vesting date.
On April 21, 2022, the Committee also approved a modification to outstanding
exit-vesting options (the "Exit Vesting Options") previously granted to certain
employees (including Neil de Crescenzo, Frederik Eliasson, Kriten Joshi, and
Roderick O'Reilly) under the Company's Amended and Restated HCIT Holdings, Inc.
2009 Equity Incentive Plan to provide for an additional service-based vesting
opportunity. Under the current terms of the Exit Vesting Options, such options
generally vest, subject to the award holder's continued employment through the
vesting date, to the extent affiliates of Blackstone Inc. sell more than 25% of
the equity interests of the Company. As modified, the Exit Vesting Options will
now also provide for vesting in three equal annual installments beginning on
June 30, 2022, subject to the award holder's continued employment through the
vesting date.
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