SOC Telemed Inc.

09/15/2021 | Press release | Distributed by Public on 09/15/2021 06:49

Management Change/Compensation (Form 8-K)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 15, 2021, SOC Telemed, Inc. (the 'Company') announced that Christopher K. Knibb, the Company's Chief Financial Officer, has resigned, effective September 23, 2021, to pursue other opportunities. Until a permanent replacement for Mr. Knibb has been named, David R. Fletcher will serve as the Company's interim Chief Financial Officer.

The Company entered into a Transition Services Agreement, dated September 14, 2021, with Mr. Knibb pursuant to which he has agreed to cooperate with and provide consulting services as reasonably requested by the Company until December 31, 2021 following his departure date (the 'Consulting Period'). Under the terms of the Transition Services Agreement, subject to delivery of a release of claims by Mr. Knibb, the Company has agreed to pay Mr. Knibb $2,000 per week. The Transition Services Agreement may be terminated by either party at any time without prior notice; provided, that if the Company terminates the agreement prior to the expiration of the Consulting Period within the Consulting Period, the Company will pay Mr. Knibb a one-time payment in the amount of the remaining weekly fees Mr. Knibb would have received if the Consulting Period had continued through December 31, 2021. The foregoing description of the Transition Services Agreement is qualified in its entirety by reference to the full text of the Transition Services Agreement, which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ending September 30, 2021.

Since 2012, Mr. Fletcher, age 61, has been a financial consultant focusing on interim chief financial officer and interim senior financial executive roles at healthcare services, technology, and services industry companies, sponsored by leading private equity firms. Prior to serving in these roles, he served as Chief Financial Officer Partner of Tatum, a Randstad company, a professional and interim services firm, from 2009 to 2012, and was acting Chief Financial Officer for Flotek Industries, Inc. and as acting Chief Financial Officer with Envela Corp., among other interim financial executive roles, during his tenure. Prior to that, from 2007 to 2008, he served concurrently as Executive Vice President and Chief Financial Officer of three publicly traded companies: American Realty Investors, Inc., Transcontinental Realty Investors Inc., and Income Opportunity Realty Investors. Previously, Mr. Fletcher was Executive Vice President and Chief Financial Officer of a wholly-owned subsidiary of Tarragon Corporation. Mr. Fletcher was previously employed as a senior manager with Deloitte LLP and as a commercial real estate loan officer with Bank of America. Mr. Fletcher holds a Master of Business Administration with a concentration in finance from the McCombs Graduate School of Business at The University of Texas at Austin, graduating as a Sord Scholar. Mr. Fletcher also holds a Bachelor of Business Administration degree from The University of Iowa.

In connection with Mr. Fletcher's appointment, the Company entered into an Interim Services Agreement (the 'Interim Services Agreement') with Randstad Professionals US, LLC (d/b/a Tatum) ('Tatum'). Pursuant to the terms of the Interim Services Agreement, Mr. Fletcher will continue to be employed by Tatum during the term of his service to the Company, and the Company will pay $20,000 per week in professional fees for Mr. Fletcher's service as interim Chief Financial Officer. The Interim Services Agreement may be terminated by either party at any time by written notice to the other party, subject to the payment of fees and expenses incurred by Tatum through the date of the termination. The foregoing description of the Interim Services Agreement is qualified in its entirety by reference to the full text of the Interim Services Agreement, which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ending September 30, 2021.

In connection with his appointment, Mr. Fletcher is also expected to enter into the Company's standard form of indemnification agreement for its executive officers, which requires the Company to, among other things, indemnify its executive officers against liabilities that may arise by reason of their status or service. The agreement also requires the Company to advance all expenses incurred by executive officers in investigating or defending any action, suit or proceeding. The foregoing description is qualified in its entirety by the full text of the form of indemnification agreement, which was filed as Exhibit 10.8 to the Company's Current Report on Form 8-K (No. File 001-39160) filed on November 5, 2020, and is incorporated by reference herein.

There are no family relationships between Mr. Fletcher and any director or executive officer of the Company, and Mr. Fletcher has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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