UNITED STATES
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CURRENT REPORT
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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.
On August 4, 2022, based on the recommendation of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Premier, Inc. (the “Company”), the Board approved the following changes to the fiscal 2023 compensation package of Michael J. Alkire, the Company’s President and Chief Executive Officer (“CEO”) and David Klatsky, the Company’s General Counsel (“General Counsel”):
Changes in CEO Compensation
| Compensation Element |
Fiscal 2022 | Fiscal 2023 | Percentage Increase | |||||||||
| Base Salary |
$ | 1,050,000 | $ | 1,075,000 | 2.4 | % | ||||||
| AIP Target |
150 | % | 150 | % | 0 | % | ||||||
| Equity Target |
475 | % | 490 | % | 5.6 | % | ||||||
In connection with these changes, the Committee and the Board considered the highly competitive nature of the market for executive talent and the perceived impact that the loss of Mr. Alkire would have on the Company’s ability to implement its operational and strategic goals. The Board determined it would be in the best interest of the Company and its stockholders to make the compensation changes set forth above to promote retention and recognize and incentivize Mr. Alkire’s continued performance and value to the Company. The change to Mr. Alkire’s Equity Target is effective immediately, and the change to Mr. Alkire’s base salary will be effective September 1, 2022.
Mr. Alkire will also receive compensation under the Company’s standard compensation programs as part of the Company’s annual compensation cycle. Additional information regarding the Company’s compensation programs that apply to Mr. Alkire is set forth in the Company’s proxy statement on Schedule 14A for its 2021 annual meeting of stockholders filed with the Securities and Exchange Commission on October 20, 2021 (the “2021 Proxy Statement”).
Changes in General Counsel Compensation
| Compensation Element |
Fiscal 2022 | Fiscal 2023 | Percentage Increase | |||||||||
| Base Salary |
$ | 535,343 | $ | 535,343 | 0 | % | ||||||
| AIP Target |
75 | % | 75 | % | 0 | % | ||||||
| Equity Target |
165 | % | 200 | % | 21.2 | % | ||||||
In connection with these changes, the Committee and the Board considered the highly competitive nature of the market for executive talent and the perceived impact that the loss of Mr. Klatsky would have on the Company’s ability to implement its operational and strategic goals. The Board determined it would be in the best interest of the Company and its stockholders to make the compensation changes set forth above to promote retention and recognize and incentivize Mr. Klatsky’s continued performance and value to the Company. The change to Mr. Klatsky’s Equity Target is effective immediately.
Mr. Klatsky will also receive compensation under the Company’s standard compensation programs as part of the Company’s annual compensation cycle. Additional information regarding the Company’s compensation programs that apply to Mr. Klatsky is set forth in the 2021 Proxy Statement.
SIGNATURES
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, thereunto duly authorized.
| Premier, Inc. | ||||||
| Date: August 4, 2022 | By: | /s/ Michael J. Alkire | ||||
| Name: | Michael J. Alkire | |||||
| Title: | President and Chief Executive Officer | |||||