UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
current report
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Effective March 1, 2023, Scott A. Romberger resigned from his position as Chief Accounting Officer of Select Medical Holdings Corporation, a Delaware corporation (“Select”). Mr. Romberger will continue to be employed by Select as Executive Advisor, Financial Shared Services.
Effective March 1, 2023, the Board of Directors (the “Board”) of Select appointed Christopher S. Weigl, 39, as Senior Vice President, Controller & Chief Accounting Officer.
Prior to his appointment as Senior Vice President, Controller & Chief Accounting Officer of Select, Mr. Weigl served as Senior Vice President, Corporate Accounting Services of Select from August 2022 to February 2023. From 2016 to 2022, he was Vice President of Finance and Accounting Operations of MedStar Health Inc. He served in various roles with PricewaterhouseCoopers LLP from 2005 to 2016, most recently in the role of Assurance Senior Manager.
Pursuant to an Offer Letter entered into between Select and Mr. Weigl dated April 22, 2022 (the “Offer Letter”), Mr. Weigl agreed to serve as Senior Vice President, Corporate Accounting Services for a base salary of $440,000 per year. In connection with his hiring, he received a one-time sign-on bonus of $80,000, a grant of 12,500 shares of Select’s restricted common stock (subject to four-year cliff vesting), and reimbursement for certain moving expenses. Mr. Weigl is also eligible to receive annual incentive compensation in an amount up to 60% of his base salary in effect from time to time. Mr. Weigl’s base salary is currently $450,000 per year.
The foregoing description of the Offer Letter is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the Offer Letter, a copy of which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Offer Letter, by and between Select and Christopher S. Weigl, dated April 22, 2022. |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SELECT MEDICAL HOLDINGS CORPORATION | ||
| Dated: March 1, 2023 | By: |
/S/ Michael E. Tarvin |
| Name: | Michael E. Tarvin | |
| Title: | Executive Vice President, General Counsel and Secretary | |
Exhibit 10.1
April 22, 2022
Mr. Christopher S. Weigl
16235 Frederick Road
Woodbine, MD 21797
Dear Mr. Weigl:
We are pleased to outline the terms of your employment with Select Medical Corporation and its subsidiaries or affiliates (collectively, the "Company") as follows:
| 1. | Title: | Senior Vice President, Corporate Accounting Services | ||
| 2. | Employment Classification: | Full-time | ||
| 3. | Reports to: | Mike Malatesta | ||
| Senior Vice President, Finance | ||||
| 4. | Commencement: | To Be Determined | ||
| 5. | Base Salary: | $440,000.04/Year (Gross) | ||
| $36,666.67/Month (Gross) to be paid on a bi-weekly basis | ||||
| 6. | Sign-On Bonus: | $80,000.00 (Gross) to be paid on the first check date. An employee must be actively employed at the time bonuses are paid to be eligible to receive the bonus. | ||
| 7. | Annual Bonus Opportunity: | You will be eligible for an annual discretionary bonus of up to 60%, the payment of which and amount (if paid) will be determined solely at the discretion of the Company's Board of Directors and your Supervisors. Your bonus for CY 2022 (if paid) will be pro-rated accordingly based on your partial service in that period. An employee must be actively employed at the time bonuses are paid to be eligible to receive the bonus. |
4714 Gettysburg Road • P.O. Box 2034 • Mechanicsburg, PA 17055 • 717.972.1100
selectmedical.com
Mr. Christopher S. Weigl
April 22, 2022
Page 2
| 8. | Equity Compensation: | Awards of restricted common stock of SMHC, are made at the discretion of the Committee. Subject to the approval of the Committee at its meeting to be held in the fourth quarter of 2022, you will be granted 12,500 shares of SMHC's restricted common stock on or about such date. The grant will be subject to four-year cliff vesting. | ||
| All grants are subject to (1) the grantee's execution of a Restricted Stock Award Agreement, (2) all terms and conditions set forth in SMHC's 2020 Equity Incentive Plan, including adjustments for future stock splits, and (3) income taxation and withholdings at the time of vesting. | ||||
| 9. | Relocation Bonus: | The Company will pay a one-time relocation bonus to assist you in covering reasonable costs of moving household goods to Pennsylvania. The bonus amount will be determined based on a pre-move estimate conducted by Aires Move Management (Aires), the Company's preferred vendor. Aires' services must be used in order to receive the bonus. Under Internal Revenue Service (IRS) regulations, certain reimbursements associated with the move are taxable to the employee, subject to tax withholding and reportable on Form W-2 (please refer to IRS Publication 521, Moving Expenses, for more details). | ||
| 10. | Health/Vision/Pharmacy Benefits, Dental Benefits, PTO, Disability, Life Insurance and 401(k) | As described on Select Benefits website |
As per our corporate HR Policies, employment at the Company is at will. Neither the employee nor the Company is bound to continue the employment relationship if either chooses, at its will, to end the relationship at any time.
As per our corporate HR Policies, the Company may verify all statements made by you or contained in your resume. You understand that such verification may incorporate an examination of educational credentials, criminal convictions and driving records as required by the responsibilities of your position.
As a condition of your employment, you agree to have your wages deposited directly into your bank account. This condition of employment is permitted under the laws of the State of Pennsylvania and if you are unable to fulfill this requirement, this offer of employment may be rescinded without cause or liability.
Mr. Christopher S. Weigl
April 22, 2022
Page 3
If the foregoing terms are acceptable, please execute below and return one copy to me as soon as possible.
| Sincerely, | ||
| By: | /s/ Rebecca Ressler | |
| Select Medical Corporation | ||
By signing below, I also represent to the Company that I have disclosed information regarding the following:
| (i) | any criminal complaint, indictment or criminal proceeding (involving other than a misdemeanor offense) in which i am named as a defendant; |
| (ii) | any investigation or proceeding, whether administrative, civil or criminal, relating to an allegation against me of filing false health care claims, violating anti-kickback laws, or engaging in other billing improprieties; and |
| (iii) | any (past or present) threatened, proposed, or actual exclusion from any federally funded health care program, including Medicare and Medicaid. |
Employee acknowledges that he or she will be subject to the Company's Code of Conduct and agrees to comply with its terms and to execute certifications of compliance relating thereto from time to time.
| /s/ Christopher S. Weigl | |
| Christopher S. Weigl |
Weigl, Christopher SVP Corporate offer letter 042122
Cc: Corporate Human Resources/Payroll - Mechanicsburg, PA