Sharecare, Inc. appointed Mr. Layton as new CEO

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


On November 9, 2023, the Company announced that Brent Layton, a current member of the Company's board of directors (the "Board"), will be appointed chief executive officer ("CEO"), effective January 2, 2024. At that time, Jeff Arnold, the Company's current CEO, will transition to the role of executive chairperson of the Board ("Executive Chair"), remaining active in the business day-to-day and working closely with Mr. Layton. 


Mr. Layton, age 56, has served as a member of the Board since January 2023. Mr. Layton currently serves as senior advisor to the CEO of Centene Corporation ("Centene"), and he previously served as President and Chief Operating Officer of Centene.


There are no arrangements or understandings between Mr. Layton and any other persons pursuant to which he was appointed as CEO of the Company, and Mr. Layton does not have a familial relationship with any member of the Board or any executive officer of the Company. Centene is a customer of the Company and the Company received approximately $875,000 from Centene in 2022. As a result of such customer relationship, Mr. Layton may be deemed to have a direct or indirect material interest with respect to the Company's transactions with Centene as contemplated by Item 404(a) of Regulation S-K. 


In connection with this appointment to CEO, the Company expects to enter into an employment agreement with Mr. Layton, providing for an annual base salary of $500,000 and a cash bonus opportunity equal to 100% of base salary, tied to performance thresholds. Mr. Layton will also receive a one-time equity incentive grant on and in connection with the commencement of his employment consisting of 10 million restricted stock units ("RSUs") and three million performance stock units ("PSUs"). The RSUs will vest quarterly over a three-year period, subject to continued employment. The PSUs will be subject to vesting based on specified performance criteria to be determined by the Compensation & Human Capital Committee (the "C&HC Committee") of the Board. Future equity awards will be subject to the discretion of the C&HC Committee. Mr. Layton will also be entitled to severance equal to the sum of (a) his base salary, (b) his actual bonus and (c) an amount equal to 24 times the monthly COBRA charge and the ability to be covered by the Company's group health plan for such period. Mr. Layton will participate in the Sharecare, Inc. Change in Control Plan (the "CIC Plan"), utilizing a two times multiplier for qualifying terminations; provided that with respect to Mr. Layton's outstanding equity and long-term awards, he would only be entitled to pro-rata vesting in the event of a qualifying termination following a change in control occurring prior to November 8, 2024 (versus full vesting under the existing terms of the CIC Plan). Mr. Layton is also party to the Company's standard form of indemnification agreement, a form of which was previously filed by the Company as Exhibit 10.2 to the Company's Current Report on Form 8-K filed on July 8, 2021.


In connection with his transition from CEO to Executive Chair and in support of the transition to Mr. Layton assuming the role of CEO, on November 8, 2023, Mr. Arnold received a one-time RSU grant with a fair market value (based on the trailing 30-day VWAP) equal to $5.0 million. The RSUs will vest quarterly over a three-year period. The RSUs will also be subject to the same accelerated vesting conditions in connection with a change in control as set forth above for the awards granted to Mr. Layton. In addition, the terms of Mr. Arnold's outstanding unvested equity awards were amended to provide for acceleration of vesting in the event of Mr. Arnold's termination as Executive Chair without cause or resignation for good reason (in each case, as defined in his employment agreement). The economic terms of Mr. Arnold's employment as set forth in his existing employment agreement will otherwise remain in place.


In addition, on November 8, 2023, the Company and Jaffry Mohammed, Chief Operating Officer, agreed that Mr. Mohammed would be leaving the Company to pursue other opportunities.