What changed in this filing

/stocks — the workspaceLOADING

Item 3. Legal Proceedings

2023-03-01 compared with 2022-03-01 · 49 added, 42 removed, 163 unchanged (36% of the section changed)

5 unchanged sentences

The following table sets forth information regarding our executive officers and directors as of the date of this Annual Report on Form 10-K.

Name Age Position

Executive Officers :

David Schlanger

Executive Chairman

Peter Anevski

Chief Executive Officer

Jennifer Bealer

Executive Vice President, General Counsel and Secretary

Mark Livingston

Chief Financial Officer

Michael Sturmer

David Schlanger 63 Executive Chairman

Peter Anevski 55 Chief Executive Officer

Allison Swartz 33 Executive Vice President, General Counsel and Secretary

Mark Livingston 57 Chief Financial Officer

Michael Sturmer 46 President

Non- Employee Directors:

1 unchanged sentence

65 Lead Independent Director

Malissia Clinton

Lloyd Dean 72 Director

Cohen, D.Phil.

Roger Holstein

Kevin Gordon 60 Director

Roger Holstein 70 Director

Jeff Park 51 Director

Norman Payson, M.D.

Cheryl Scott 73 Director

Executive Officers

19 unchanged sentences

Anevski is qualified to serve on our board of directors because of his significant experience at healthcare companies and as a member of our executive management team.

Jennifer Bealer has served as our Executive Vice President, General Counsel and Secretary since October 2017.

Prior to that, she was an Associate at the law firm Ropes & Gray’s nationally-ranked healthcare practice from November 2010 to October 2017, where she gained extensive expertise in providing healthcare clients with strategic, regulatory, compliance and transaction advice.

Bealer holds a B.S.

in Biology and Psychology from the Pennsylvania State University and received her J.D.

from the University of Pennsylvania Law School, A.L.M from Harvard University, and Master of Bioethics from University of Pennsylvania School of Medicine.

Allison Swartz has served as our Executive Vice President, General Counsel since November 2022.

Allison was previously the Deputy General Counsel at K Health Inc., a growth-stage digital healthcare company from January 2022 to November 2022 and a Lecturer in Law at the University of Glasgow from September 2021 to June 2022.

Prior to that she held multiple senior positions at Centene Corporation, the largest managed care organization in the country, from 2016 until October 2021, including Regional General Counsel and Privacy Officer from July 2020 to October 2021, and General Counsel of their Texas subsidiary Superior HealthPlan Inc.

from September 2019 to July 2020.

Swartz holds a B.S.

in History from the University of Maryland and received her J.D.

from the University of Maryland.

Mark Livingston has served as our Chief Financial Officer since September 2020.

23 unchanged sentences

In addition, Dr.

Seidenberg was a senior executive in research and development at Bristol Myers Squibb Company, a biopharmaceutical company, and Merck.

Seidenberg has served on the board of directors of Atara Biotherapeutics since August 2012.

Seidenberg was a senior executive in research and development at Bristol Myers Squibb Company, a biopharmaceutical company, from March 2000 to December 2001 and Merck & Co., Inc., a healthcare company, from June 1989 to February 2000.

Seidenberg has served on the board of directors of Atara Biotherapeutics since August 2012 and Vera Therapeutics, Inc.

since June 2016.

Seidenberg previously served on the boards of directors of Epizyme, Inc., from February 2008 to September 2019, Tesaro, Inc., from June 2011 to February 2019, and ARMO BioSciences, Inc.

5 unchanged sentences

Seidenberg is qualified to serve on our board of directors because of her extensive experience in the life sciences industry as a senior executive and venture capitalist, as well as her training as a physician.

Malissia Clinton has served as a member of our board of directors since November 2020.

Clinton has served as Senior Vice President, General Counsel and Secretary at The Aerospace Corporation, a non-profit corporation that provides technical guidance on space missions, since 2009.

She previously worked at Northrop Grumman from 2002 to 2009, including her role as Senior Counsel for Special Projects beginning in 2007.

Clinton joined TRW Space Technology, a division of TRW, Inc., in 1998 as Counsel in its Telecommunication Programs and Avionic Systems

She began her career as an Associate at Tuttle & Taylor.

Additionally, Ms.

Clinton has served on the board of directors of 3D Systems Corporation since 2019 and on the board of directors of City of Hope Medical Center since 2016.

Clinton holds a B.S.

in Political Science and Government from Arizona State University and received her J.D.

from Stanford Law School.

We believe that Ms.

Clinton is qualified to serve on our board of directors because of her strong legal background and extensive experience in corporate governance .

Lloyd Dean has served on our Board of Directors since August 2022.

Dean has served as the Chief Executive Emeritus and the Founding Executive of CommonSpirit Health since August 2022, where he previously served as the Chief Executive Officer from February 2019 to July 2022.

Prior to that, Mr.

Dean worked at Dignity Health (f/k/a Catholic

Healthcare West) from 2000 to 2019, where he most recently served as Chief Executive Officer and President.

Dean worked at Advocate Health Care as Chief Operating Officer from 1997 to 2000, and as Executive Vice President from 1995 to 1997.

Dean also held executive positions at EHS Healthcare and Consumer Health Services.

Since August 2015, Mr.

Dean has also served on the board of directors of McDonald's Corporation.

Additionally, Mr.

Dean currently serves on the board of directors of Cal Poly State University Foundation, Carnegie Hall, CommonSpirit Health Foundation, Golden Arrow Merger Corp and Guidehouse.

Dean holds a Bachelor of Science in Sociology and a Master's in Education from Western Michigan University, an honorary Doctorate of Humane Letters from the University of San Francisco and an honorary Doctor of Science degree from Morehouse School of Medicine, California State University and California Polytechnic State University.

CommonSpirit Health has also established the Lloyd H.

Dean Institute for Humankindness and Health Justice.

We believe that Mr.

Dean is qualified to serve on our board of directors because of his extensive knowledge and experience in healthcare.

has served on our board of directors since March 2015.

28 unchanged sentences

Kevin Gordon has served as a member of our board of directors since October 2019.

Gordon has also served on the board of directors of Veracyte, Inc., a genomic diagnostics company, since December 2016 and as an advisor to 3i Group’s North American healthcare portfolio companies since January 2022, including currently as a director of privately held Q Holdco Limited, Sanisure, Cirtec Medical Corp.

and ten23 health.

Gordon has also served as an advisor to 3i Group’s North American healthcare portfolio companies since January 2022, including currently as a director of privately held Q Holdco Limited, Sanisure, and Cirtec Medical Corp.

Gordon served on the board of directors of Veracyte, Inc., a genomic diagnostics company, from December 2016 until June 2022.

From January 2018 until March 2019, he was the President and Chief Financial Officer of Liquidia Technologies Inc., a clinical biopharmaceutical company.

2 unchanged sentences

Prior to that, he was the Executive Vice President and Chief Financial Officer of Quintiles from July 2010 until December 2015.

Gordon served as Executive Vice President and Chief Financial Officer of Teleflex Incorporated, a medical device company, from March 2007 until January 2010.

Gordon held various senior corporate development positions at Teleflex Incorporated from 1997 to 2007.

Gordon served as Executive Vice President and Chief Financial Officer of Teleflex Incorporated, a medical device company, from March 2007 until January 2010 and he held various senior corporate development positions there from 1997 to 2007.

Prior thereto he held various senior positions, including Chief Financial Officer, at Package Machinery Company and senior manager and other positions at KPMG LLP.

5 unchanged sentences

He has been a Managing Director at Vestar Capital Partners, a private equity firm, since 2006.

He currently serves on the boards of Quest Analytics, and Mercury Healthcare.

He currently serves on the boards of Quest Analytics, and Friday Health Plans.

From 1997 to 2005, Mr.

11 unchanged sentences

Jeff Park has served as a member of our board of directors since October 2019.

Park has served since April 2019 as the Chairman and Chief Executive Officer of WellDyneRx, an independent pharmacy benefits manager and has served as a member of the board of directors for P3 Health Partners since December 2021.

Park served from April 2019 until April 2022 as the Chairman and Chief Executive Officer of WellDyneRx, an independent pharmacy benefits manager.

Park has served as a member of the board of directors for WellDyne Rx since April 2019.

He has served as a member of the board of directors for P3 Health Partners since December 2021.

From January 2018 until May 2018, he was the Interim Chief Executive Officer of Diplomat Pharmacy, Inc., or Diplomat, a provider of specialty pharmacy services.

Additionally, from June 2017 to February 2019, he served on the board of directors of Diplomat.

to that, from July 2015 until July 2016, he was the Chief Operating Officer of OptumRX, the entity resulting from the merger of Catamaran Corporation, or Catamaran, and OptumRX, UnitedHealthcare Group’s free-standing pharmacy care services business.

Prior to that, from July 2015 until July 2016, he was the Chief Operating Officer of OptumRX, the entity resulting from the merger of Catamaran Corporation, or Catamaran, and OptumRX, UnitedHealthcare Group’s free-standing pharmacy care services business.

Before the merger, from March 2014 until July 2015, he was Catamaran’s Executive Vice President, Operations, and previously served as Catamaran’s Chief Financial Officer, beginning in 2006.

8 unchanged sentences

Payson was co-founder of Healthsource and its Chief Executive Officer from 1985 to 1997, Chief Executive Officer of Oxford Health Plans from 1998 to 2002, Chairman of Concentra from 2005 to 2008 and Chief Executive Officer of Apria Healthcare Group Inc.

from 2008 to 2012, where he is currently a member of the board of directors.

In February of 2021 Apria Healthcare Group, Inc.

completed a public offering and is publicly traded.

from 2008 to 2012.

Since 1997, Dr.

2 unchanged sentences

Payson served as a strategic advisor for Evolent Health, Inc., or Evolent, from March 2014 through December 2020 and previously served on its board of directors from December 2013 to June 2019.

Payson is currently serving on the board of directors of various private and not-for-profit companies including Access Clinical Partners, Smile Brands, Implantable Provider Group, HPM National Advisory Board at the Mailman School of Public Health at Columbia, USC Schaeffer Center Advisory Board and Executive Services Corporation of Southern California.

Payson is currently serving on the board of directors of various private and not-for-profit companies including Access Clinical Partners, Smile Brands, HPM National Advisory Board at the Mailman School of Public Health at Columbia, USC Schaeffer Center Advisory Board and Executive Services Corporation of Southern California.

Payson is also on the board of Kiva Foundation, a private charitable foundation organized by Dr.

19 unchanged sentences

Previously, she served as President and Chief Executive Officer of the Seattle-based Group Health Cooperative for eight years.

Scott has served as a member of the board of directors of Evolent since November 2015.

Scott has served as a member of the board of directors of Evolent Health, Inc.

since November 2015.

She also currently serves on a variety of private company and not-for-profit boards.

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings