Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 25, 2019, the Board of Directors of HMS Holdings Corp. (the Company) appointed Douglas M. Williams Jr., age 59, as Executive Vice President and Chief Operating Officer of the Company, effective as of February 25, 2019. In this role, Mr. Williams will oversee all aspects of the Companys coordination of benefits and payment integrity businesses, including product innovation and growth, delivery and development, and enterprise operations, as well as lead sales, account management and advisory services for all of the Companys markets.
Mr. Williams joined the Company in December 2013, as Division President of Commercial Solutions, responsible for leading the Companys commercial product and business development strategy. In January 2015, Mr. Williams was promoted to Division President of Markets with responsibility for leading the Companys state and federal government and commercial markets, sales and marketing. In December 2016, Mr. Williams was promoted to President, Markets and Product with additional responsibility for the Companys product management and payment integrity solutions. Mr. Williams has over 30 years of experience in healthcare information technology, sales, general management and operations with a strong focus in healthcare consulting.
In his new role, Mr. Williams annual base salary will be $550,000. Mr. Williams target bonus opportunity for fiscal 2019 is 75% of his annual base salary. In addition, the Compensation Committee granted Mr. Williams an annual long-term incentive award with an aggregate grant date fair value of $1,600,000, consisting of 50% restricted stock units and 50% premium-priced stock options having an exercise price of 115% of the closing price of the Companys common stock on the grant date, on a substantially equal value basis, pursuant to the Companys 2016 Omnibus Incentive Plan (the Plan). The restricted stock units and premium-priced stock options vest in three equal installments on the first, second and third anniversaries of the grant date, subject to the terms of the Plan and the award agreements. The grant date for Mr. Williams equity award will be the third business day after the date of filing of the Companys Form 10-K for the fiscal year ended December 31, 2018.
There are no arrangements or understandings between Mr. Williams and any other person pursuant to which he was appointed as Executive Vice President and Chief Operating Officer of the Company, and there is no family relationship between Mr. Williams and any of the Companys other directors or executive officers. Mr. Williams is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
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