UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)
 of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 24, 2018

 

 

PRA Health Sciences, Inc.

(Exact name of registrant as specified in charter)

 

 

Delaware
(State or other jurisdiction
of incorporation)

 

001-36732
(Commission File Number)

 

46-3640387
(IRS Employer Identification No.)

 

4130 ParkLake Avenue

Suite 400

Raleigh, NC 27612

(Address of principal executive offices) (Zip Code)

 

(919) 786-8200

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o                  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 


 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On April 24, 2018, Linda Baddour announced her decision to retire as Chief Financial Officer of PRA Health Sciences, Inc. (the “Company”), effective as of May 1, 2018. Ms. Baddour will remain an employee of the Company through September 30, 2018, to assist in the transition of her responsibilities.

 

In connection with Ms. Baddour’s retirement, the Company and its wholly-owned subsidiary PRA International, LLC, entered into a Transition Services Agreement with Ms. Baddour dated as of April 25, 2018 (the “Transition Services Agreement”).  Under the terms of the Transition Services Agreement, Ms. Baddour will relinquish her title of Chief Financial Officer (“CFO”) as of May 1, 2018, but will continue to be employed as Executive Vice President pursuant to the terms of her Employment Agreement dated as of July 1, 2015 (the “Employment Agreement”), subject to certain modifications as described below, until the earliest to occur of (i) the termination of her employment for any of the reasons set forth in the Employment Agreement as modified by the Transition Services Agreement, or (ii) September 30, 2018 (the “Employment Period”).

 

Pursuant to the Transition Services Agreement, Ms. Baddour’s Employment Agreement is modified as follows:

 

·       In lieu of her role as CFO, Ms. Baddour will assume the role of special advisor to the Chief Executive Officer of the Company, with responsibilities primarily relating to the transition of her role to the new CFO.

 

·       During the Employment Period, (i) Ms. Baddour will be expected to devote not less than 20 hours per week to the performance of her duties, (ii) her salary will be at an annualized rate of $239,000, (iii) she will continue to receive benefits and perquisites provided by the Company to senior executives and (iv) her role of special advisor will be treated as continued service with the Company for the purposes of vesting and any applicable exercise periods under all outstanding Company equity awards that she holds.  Ms. Baddour will not be entitled to a bonus in respect of the 2018 calendar year.

 

·       Ms. Baddour’s employment during the Employment Period may only be terminated by her resignation, by the Company for cause, or upon her death or disability.  Upon any termination of Ms. Baddour’s employment during the Employment Period, she will only be entitled to accrued obligations and equity rights under Sections 7(a)(i) and (iii) of the Employment Agreement and she will not otherwise be entitled to any other payments or benefits in connection with the termination of her employment.

 

·       Certain resignation, termination and change of control provisions of Ms. Baddour’s Employment Agreement will no longer be effective.

 

The form of Ms. Baddour’s Transition Services Agreement is included in this filing as Exhibit 10.1 and is incorporated herein by reference.  This summary does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Transition Services Agreement.

 

Appointment of New Chief Financial Officer

 

On April 24, 2018, the Company’s Board of Directors (the “Board”) appointed Michael J. Bonello, the Company’s current Senior Vice President, Accounting and Corporate Controller, to the position of Executive Vice President and Chief Financial Officer of the Company effective as of May 1, 2018.

 

Mr. Bonello previously served as Senior Vice President, Accounting and Corporate Controller for the Company, after having joined the Company in 2008. Prior to joining the Company, Mr. Bonello held positions with Cree, Inc., where he was Director of Finance/Corporate Controller, and Genworth Financial (formerly GE Mortgage Insurance Corporation) where he served as Vice President, Domestic Controller and Global Reporting Leader.  Mr. Bonello also served for seven years in the audit practice at PricewaterhouseCoopers, LLP. He received a BBA with a concentration in accounting from St. Bonaventure University.

 

There are no arrangements or understandings between Mr. Bonello and any other persons pursuant to which he was elected to serve as an executive officer. There are no family relationships between Mr. Bonello and any director or executive officer of the Company and no transactions involving Mr. Bonello that would require disclosure pursuant to Item 404(a) of Regulation S-K.

 

Item 7.01. Regulation FD Disclosure.

 

On April 25, 2018, the Company issued a press release announcing Ms. Baddour’s retirement and Mr. Bonello’s appointment. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01.

 

The information in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed to be “filed” for 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, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

 

Description of Document

 

 

 

10.1

 

Transition Services Agreement between Linda Baddour, PRA Health Sciences, Inc. and PRA International, LLC, dated April 25, 2018

 

 

 

99.1

 

Press release dated April 25, 2018.

 

2


 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

 

 

 

PRA Health Sciences, Inc.

 

 

 

Date: April 25, 2018

By:

/s/ Timothy McClain

 

Name:

Timothy McClain

 

Title:

Vice President of Legal Affairs

 

3

Exhibit 10.1

 

TRANSITION SERVICES AGREEMENT

 

This Transition Services Agreement (this “ Agreement ”), is made effective as of May 1, 2018 (the “ Effective Date ”) by and between PRA Health Sciences, Inc., a Delaware corporation (the “ Parent ”), PRA International, LLC, a Delaware limited liability company (the “ Company ”) and Linda Baddour (“ Executive ”).

 

WHEREAS, Executive is employed by the Company, serving as Executive Vice President and Chief Financial Officer of both Parent and the Company, pursuant to an Employment Agreement dated as of July 1, 2015 (the “ Employment Agreement ”);

 

WHEREAS, Executive has announced her desire to retire from her current position as Chief Financial Officer of both Parent and the Company effective May 1, 2018;

 

WHEREAS, Executive has agreed to continue to serve as a special advisor to the Chairman and Chief Executive Officer of the Parent (the “ CEO ”) for a period thereafter as more fully set forth herein in order to ensure a smooth transition of the duties and responsibilities performed by Executive; and

 

WHEREAS, the parties wish to modify, in part, the terms of the Employment Agreement and document the terms of the transition services arrangement with Executive as set forth herein.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, Parent, the Company and the Executive agree as follows:

 

1.                                       Employment Period .

 

(a)                                  As of the Effective Date, Executive shall relinquish her title as Chief Financial Officer of both Parent and the Company, but retain her title as Executive Vice President of Parent and the Company, and shall continue to be employed by Parent and the Company, until the Termination Date (as defined below) (such period, the “ Employment Period ”), pursuant to the terms of the Employment Agreement, subject only to the modifications set forth in Section 2 below.

 

(b)                                  “ Termination Date ” shall mean the earliest to occur of (i) the date of Executive’s termination of employment with the Company for any reason set forth in Section 6 of the Employment Agreement (as modified herein) and (ii) September 30, 2018.

 

2.                                       Employment Agreement Modifications .  During the Employment Period, the terms of the Employment Agreement shall remain in full force and effect, except as modified below:

 

(a)                                  In lieu of Executive’s position as Chief Financial Officer, as of the Effective Date, Executive shall assume the position of special advisor to the CEO, with duties and responsibilities as reasonably assigned by the CEO during the Employment Period, principally relating to the transition of her roles to the new Chief Financial Officer.

 

1


 

(b)                                  Executive shall devote not less than twenty (20) hours per week to the performance of her duties and responsibilities under this Agreement.

 

(b)                                  Executive’s base salary during the Employment Period shall be an annualized rate of two hundred thirty-nine thousand dollars ($239,000), pro rated for the Employment Period. Executive shall continue to participate in the same benefits and perquisites maintained by the Company for senior executives.

 

(c)                                   Executive shall not be eligible to receive the Annual Bonus, as contemplated in Section 4(b) of the Employment Agreement, payable in respect of the 2018 calendar year.

 

(d)                                  The provisions of Sections 6(a) (Resignation for Good Reason), 6(d) (Termination without Cause) and 8 (Change in Control) of the Employment Agreement shall cease to be applicable or effective.

 

(e)                                   Upon any termination of Executive’s employment during the Employment Period, Executive shall only be entitled to the Accrued Obligations (as defined in Section 7(a)(i) of the Employment Agreement) and the “Equity Rights” described in Section 7(a)(iii) of the Employment Agreement, and shall not otherwise be entitled to any other payments or benefits described in Section 7 of the Employment Agreement as a result of any such termination.

 

3.      Counterparts . This Agreement may be executed in one or more counterparts, which shall, collectively and separately, constitute one agreement.

 

[Remainder of Page Intentionally Blank]

 


 

IN WITNESS WHEREOF, the Company and Executive have executed this Agreement as of the date first above written.

 

 

 

PRA HEALTH SCIENCES, INC.

 

 

 

 

 

 

By:

/s/ Colin Shannon

 

 

     Colin Shannon

 

 

     Chairman & Chief Executive Officer

 

 

 

 

 

PRA INTERNATIONAL, LLC

 

By: PRA Holdings, Inc., its Managing Member

 

 

 

 

 

 

By:

/s/ Colin Shannon

 

 

     Colin Shannon

 

 

     President

 

 

 

EXECUTIVE:

 

 

 

 

 

/s/ Linda Baddour

 

Linda Baddour

 

3

Exhibit 99.1

 

 

PRA Health Sciences Announces Retirement of Chief Financial Officer and Promotion of Michael Bonello to CFO

 

April 25, 2018, Raleigh, N.C.

 

PRA Health Sciences, Inc. (NASDAQ: PRAH) today announced that Linda Baddour, Executive Vice President and Chief Financial Officer will retire from her position as CFO, effective May 1, 2018.  Ms. Baddour will remain as Executive Vice President of the Company through September 30, 2018, to assist with the transition of her responsibilities and act as a special advisor to the Chairman and Chief Executive Officer.

 

In addition, the Company announced that Michael J. Bonello has been appointed by the Board of Directors as Executive Vice President and Chief Financial Officer, effective May 1, 2018. Mr. Bonello currently serves as Senior Vice President, Accounting and Corporate Controller for PRA Health Sciences, after having joined the Company in 2008. Prior to joining the Company, Mr. Bonello held positions with Cree, Inc., where he was Director of Finance/Corporate Controller, and Genworth Financial (formerly GE Mortgage Insurance Corporation) where he served as Vice President, Domestic Controller and Global Reporting Leader.  Mr. Bonello also served for seven years in the audit practice at PricewaterhouseCoopers, LLP. He received a BBA with a concentration in accounting from St. Bonaventure University. Mr. Bonello has direct experience in all relevant financial disciplines, including corporate finance, treasury, accounting and control, business planning and analysis, tax, risk management, corporate development/M&A, and investor relations.

 

“On behalf of everyone at PRA Health Sciences and our Board of Directors, I want to thank Linda for her financial leadership and many contributions to PRA during her tenure as CFO over the past 11 years.  I wish her much happiness as she transitions into retirement,” said Colin Shannon, PRA’s Chairman and Chief Executive Officer.  “I have full confidence in Mike’s ability to lead our finance organization, and we expect a smooth transition. Mike brings a tremendous depth of experience and leadership, and he will continue to be a tremendous asset to PRA in this new role as we continue to grow the company.”

 

“I’m tremendously grateful to Colin and our Board for having had the opportunity to help lead PRA for the past 11 years,” said Linda Baddour.  “I’m proud of what we have accomplished during that time and the growth that we have been able to achieve.  Having worked with Mike as my deputy over the past 10 years, I know that he will be a fantastic Chief Financial Officer for PRA.”

 

PRA Health Sciences looks forward to providing an update to investors during its 1 st  quarter 2018 conference call that will be held on Thursday, April 26, 2018 at 9:00 a.m. (ET). Those wishing to participate should dial (877) 930-8062 within the United States or (253) 336-7647 outside the United States and enter

 

 


 

conference ID 2471729. A live audio broadcast will also be available on the investor relations section of the PRA Health Sciences website.

 

ABOUT PRA HEALTH SCIENCES

 

PRA is one of the world’s leading global contract research organizations, by revenue, providing outsourced clinical development services to the biotechnology and pharmaceutical industries. PRA’s global clinical development platform includes More than 70 offices across North America, Europe, Asia, Latin America, South Africa, Australia and the Middle East, and over 15,800 employees worldwide. Since 2000, PRA has participated in approximately 3,700 clinical trials worldwide. In addition, PRA has participated in the pivotal or supportive trials that led to U.S. Food and Drug Administration or international regulatory approval of more than 75 drugs. To learn more about PRA, please visit www.prahs.com.

 

Media Inquiries: Christine Rogers, Director, Public Relations, Corporate Communications rogerschristine@prahs.com