News & Media
Diplomat Grants Chief Financial Officer Dan Davison Inducement Awards Pursuant to NYSE Rule 303A.08
FLINT, Mich. — April 9, 2019 — Diplomat Pharmacy, Inc. (NYSE: DPLO) (“Diplomat” or the “Company”) today announced that the Board of Directors (the “Board”) has made certain equity awards to new chief financial officer and treasurer Dan Davison, effective April 8, 2019. The awards were made pursuant to the Company’s previously announced employment agreement with Mr. Davison, and as a material inducement to his joining Diplomat as chief financial officer and treasurer.
The awards made to Mr. Davison are as follows: (i) a sign-on equity award consisting of 200,000 restricted stock units (“RSUs”), which will vest in equal amounts on the first, second, and third anniversaries of the grant date, subject to full acceleration of vesting based on (a) the termination of employment by Diplomat without cause or resignation by Mr. Davison with good reason in connection with or within one year of a change in control or (b) a change in control without assumption or substitution of such equity award (provisions (a) and (b), the “Change in Control Acceleration Events”); and (ii) inducement equity awards consisting of: (a) 86,419 performance-based restricted stock units (“PSUs”) at target, with a maximum amount of up to 172,838 PSUs, which will be earned or forfeited based upon the Company’s performance relative to an Adjusted EBITDA performance goal for 2019; (b) 43,209 RSUs, which will vest in equal amounts on the first, second, and third anniversaries of the grant date; and (c) 87,478 time-based stock options, which stock options will vest in equal amounts on the first, second, and third anniversaries of the grant date, and in the case of each inducement equity award, subject to full acceleration of vesting in the event of a Change in Control Acceleration Event.
The RSUs, PSUs, and stock options were all granted outside of the Diplomat Pharmacy, Inc., 2014 Omnibus Incentive Plan (but will generally have terms and conditions consistent with those set forth in that plan), and were approved by the Board in reliance on the employment inducement exemption under the NYSE’s Listed Company Manual Rule 303A.08, which requires public announcement of inducement awards. Pursuant to the requirements of that rule, Diplomat is issuing this press release.
Diplomat (NYSE: DPLO) is the nation’s largest independent provider of specialty pharmacy and infusion services. Diplomat helps people with complex and chronic health conditions in all 50 states, partnering with payers, providers, hospitals, manufacturers, and more. Rooted in this patient care expertise, Diplomat also serves payers through CastiaRx, a leading specialty benefit manager, and offers tailored solutions for healthcare innovators through EnvoyHealth. Diplomat opened its doors in 1975 as a neighborhood pharmacy with one essential tenet: “Take good care of patients and the rest falls into place.” Today, that tradition continues — always focused on improving patient care. For more information, visit diplomat.is.