Oncology Institute, Inc. appointed Daniel Virnich as new CEO

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


Departure of Chief Executive Officer


On June 11, 2023, Brad Hively provided notice of his resignation as Chief Executive Officer of The Oncology Institute, Inc. (the "Company"), effective June 30, 2023 (the "Effective Date"). Mr Hively's resignation was not the result of any disagreement between Mr. Hively and the Company on any matter relating to the Company's operations, policies or practices. Mr. Hively will remain a member of the Board of Directors of the Company (the "Board") and remains a nominee for director as provided within the Company's proxy materials for its Annual Meeting of Stockholders scheduled for June 15, 2023, including its Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2023. Additionally, the Board appointed Mr. Hively to serve as Vice Chair of the Board at the Effective Time and will compensate him as provided in the Company's Non-Employee Director Compensation Policy, including an award of restricted stock units at the Effective Time, in an amount and pursuant to vesting in accordance with the Non-Employee Director Compensation Policy.


In connection with Mr. Hively's departure, the Company will enter into a Transition Agreement with Mr. Hively (the "Transition Agreement"). If Mr. Hively signs and does not rescind the Transition Agreement, in exchange for a general release of claims, Mr. Hively will be eligible to receive the severance benefits provided for under his employment agreement with the Company, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, which includes salary continuation and payments or reimbursements for the cost of COBRA premiums for twelve months following the Effective Date, except Mr. Hively will also be eligible to receive 50% of his 2023 annual bonus, which final payment is subject to adjustment at the Board's discretion and depending on the Company's performance and individual contributions. Additionally, pursuant to the Transition Agreement, all unvested restricted stock units granted to Mr. Hively will vest in accordance with existing vesting schedules through June 30, 2024, subject to certain conditions.


Appointment of Chief Executive Officer


Effective as of June 30, 2023, the Board appointed Daniel Virnich, the Company's current President, as Chief Executive Officer, and in such role he will serve as the Company's principal executive officer pursuant to his existing employment agreement with the Company, a copy of which is filed hereto as Exhibit 10.2 to this Current Report on Form 8-K.

The full biography and other information with respect to Mr. Virnich required by Item 5.02(c) of Form 8-K are included in the Company's proxy statement on Schedule 14A for the 2023 annual meeting of stockholders filed with the SEC on April 28, 2023 under the heading "Executive Officers" and such biography and information are incorporated herein by reference.

There are no arrangements or understandings with any other person pursuant to which Mr. Virnich was appointed as the Company's Chief Executive Officer and there are no family relationships between Mr. Virnich and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. Additionally, there are no transactions between Mr. Virnich and the Company that would be required to be reported under Item 404(a) of Regulation S-K.