Veradigm (MDRX) hires new CFO and adds 6M shares to 2024 equity plan
Rhea-AI Filing Summary
Veradigm Inc. appointed Christian Greyenbuhl as its new Chief Financial Officer, principal financial officer and principal accounting officer, effective on the later of May 11, 2026 and the first business day after the company files its 2023 and 2024 Form 10-Ks, or as otherwise agreed. He replaces interim CFO Lee Westerfield, who is expected to move into a consulting role, and the company also plans the departure of Senior Vice President and General Counsel Tejal Vakharia.
Greyenbuhl’s compensation includes a $580,000 base salary, a $300,000 sign-on bonus, a target annual bonus equal to 75% of base salary, and an initial equity grant valued at $3,000,000 split between restricted stock units and performance stock units. Veradigm amended its 2024 Stock Incentive Plan to add 6,000,000 authorized shares, bringing the total available for equity awards to 17,000,000 shares.
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8-K Event Classification
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performance stock units financial
Change in Control Period financial
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Severance Agreement financial
stock appreciation rights financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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. |
Appointment of Chief Financial Officer
On April 6, 2026, Veradigm Inc. (the “Company”) announced the appointment of Christian Greyenbuhl as the Company’s new Chief Financial Officer, effective as of the later of (a) May 11, 2026 and (b) the first business day following the date that the Company files its Annual Report on Form 10-K for its 2023 and 2024 fiscal years, or as otherwise agreed (such later date, the “Effective Date”). Mr. Greyenbuhl has also been designated as the principal financial officer and the principal accounting officer of the Company, effective as of the Effective Date. On the Effective Date, Mr. Greyenbuhl will replace Mr. Leland Westerfield, who has been serving as the Company’s Interim Chief Financial Officer.
Mr. Greyenbuhl, age 49, most recently served as Chief Financial Officer of Ministry Brands, LLC (“Ministry Brands”), a technology company serving mission-focused organizations, where he led the finance organization since November 2022. From November 2021 until November 2022, Mr. Greyenbuhl was Senior Vice President of Corporate Finance and Investor Relations at Xplor Technologies LLC (“Xplor Technologies”), a global provider of SaaS, embedded payments and commerce-accelerating technologies, where he established investor relations infrastructure and helped prepare Xplor Technologies for its initial public offering. Prior to his time at Xplor Technologies, Mr. Greyenbuhl held increasingly senior finance roles at Automatic Data Processing Inc. (“ADP”), a global provider of human capital management solutions, including serving most recently as General Manager - Globalview North America from August 2020 through November 2021. Before joining ADP, he spent over a decade at PricewaterhouseCoopers, specializing in SEC reporting, technical accounting, and capital markets transactions. Mr. Greyenbuhl is a Chartered Accountant with the Institute of Chartered Accountants of Scotland and has an inactive license as a Certified Public Accountant.
There are no arrangements or understandings between Mr. Greyenbuhl and any other persons pursuant to which he was selected as an executive officer of the Company, and there are no family relationships between Mr. Greyenbuhl and any director or executive officer of the Company. Mr. Greyenbuhl has not engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.
In connection with his appointment as Chief Financial Officer, Mr. Greyenbuhl and the Company entered into a letter agreement, dated April 1, 2026 (the “Letter Agreement”), pursuant to which Mr. Greyenbuhl will be eligible to receive the following payments and benefits: (i) an annual base salary of $580,000; (ii) a sign-on bonus (the “Sign-On Bonus”) in the amount of $300,000, payable, less applicable withholdings, 50% on or promptly following the Effective Date and 50% on or about the date that is the first anniversary of the Effective Date; (iii) a target annual bonus of 75% percent of his annual base salary, with the actual bonus amount to be determined in accordance with payout metrics and scales established by the Compensation Committee of the Company’s board of directors (the “Board”); and (iv) an initial equity grant with a value of $3,000,000, consisting of (A) restricted stock units with a value of $1,500,000, which are scheduled to vest in four equal annual installments, and (B) performance stock units with a value of $1,500,000, which will vest following the conclusion of a three-year performance period based on achievement of performance metrics to be determined by the Board (or a committee thereof), in each case subject to his continued employment with the Company. Commencing with the 2027 annual grant cycle, Mr. Greyenbuhl will be eligible for annual equity awards with a grant date fair value of at least $2,500,000. The amount of the Sign-On Bonus paid to Mr. Greyenbuhl is subject to repayment in the event that his employment is terminated (other than by Mr. Greyenbuhl for “Good
Reason” or by the Company for “Cause”, in each case as defined in the Severance Agreement defined below) prior to the second anniversary of the Effective Date. In the event that Mr. Greyenbuhl’s employment is terminated by the Company without Cause or he resigns for “Good Reason”, he will be entitled to any then-unpaid portion of the Sign-On Bonus.
In addition to the Letter Agreement, on April 1, 2026, Mr. Greyenbuhl and the Company entered into an Agreement for the Payment of Benefits Following Termination of Employment (the “Severance Agreement”) pursuant to which, in the event that Mr. Greyenbuhl’s employment is terminated outside of the “Change in Control Period” (as defined in the Severance Agreement) by the Company other than for Cause, death or “Disability” (as defined in the Severance Agreement) outside of the “Change in Control Period” (as defined in the Severance Agreement), then, subject to his execution of a release of claims and continued compliance with certain restrictive covenants, he will be entitled to receive (i) a lump sum payment equal to the sum of his base salary and target annual bonus; (ii) any earned but unpaid bonus amounts; (iii) reimbursement of the cost of COBRA continuation coverage at active employee rates for up to 12 months; and (iv) the accelerated vesting of any portions of his outstanding equity awards that were scheduled to vest in the 12-month period following the termination date, based on target performance (or actual performance where determinable within such 12-month period) with respect to performance-based awards.
In the event that Mr. Greyenbuhl’s employment is terminated by the Company without Cause or he resigns for Good Reason, in each case, during the Change in Control Period, then, subject to his execution of a release of claims and continued compliance with certain restrictive covenants, he will be entitled to receive (i) a lump sum payment equal to the sum of his base salary and target annual bonus; (ii) any earned but unpaid bonus amounts; (iii) reimbursement of the cost of COBRA continuation coverage at active employee rates for up to 12 months; and (iv) the full vesting of any outstanding equity awards, based on target performance with respect to performance-based awards. For purposes of the Severance Agreement, “Change in Control Period” means the period beginning upon the date that is three months prior to a “Change in Control” (as defined in the Severance Agreement) and ending (a) on the first anniversary of the Change in Control with respect to the amounts described in clause (i) above, and (b) on the second anniversary of the Change in Control with respect to the equity vesting described in clause (iv) above.
The above descriptions of the Letter Agreement and the Severance Agreement are not complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and incorporated by reference herein.
Executive Officer Transition Matters
On March 31, 2026, the Company notified Lee Westerfield, the Company’s Interim Financial Officer, principal financial officer and principal accounting officer, that, effective as of the Effective Date, he would no longer be employed by the Company. Pursuant to the agreement entered into between Mr. Westerfield and the Company on December 31, 2025, Mr. Westerfield is entitled to continue receiving base salary compensation through December 31, 2026, subject to his execution of a mutually agreeable consulting agreement with the Company and a non-revocation of a release of claims in favor of the Company. The Company anticipates entering into a consulting agreement with Mr. Westerfield.
On March 31, 2026, the Company notified Tejal Vakharia, the Company’s Senior Vice President and General Counsel and a named executive officer, that, effective April 30, 2026, she would no longer be employed by the Company. In connection with her separation, Ms. Vakharia will be entitled to receive benefits consistent with a termination without cause under her Agreement for the Payment of Benefits Following Termination of Employment, as described in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 18, 2025.
Amendment & Restatement of 2024 Stock Incentive Plan
On April 1, 2026, the Board approved a second amendment and restatement (the “Second Amendment and Restatement”) of the Veradigm Inc. Amended and Restated 2024 Stock Incentive Plan (as amended and restated, the “2024 Plan”). The Second Amendment and Restatement increases by 6,000,000 the maximum number of shares of common stock, par value $0.01 per share, of the Company (“Company common stock”) authorized to be issued under the 2024 Plan. Subject to the terms and conditions of the 2024 Plan, and after giving effect to the Second Amendment and Restatement, the number of shares of Company common stock authorized for grants under the 2024 Plan is 17,000,000 shares.
The purposes of the 2024 Plan are to (i) align the interests of the Company’s stockholders and the recipients of awards under the 2024 Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) advance the interests of the Company by attracting and retaining officers, other employees, non-employee directors and independent contractors and (iii) motivate such persons to act in the long-term best interests of the Company and its stockholders. Under the 2024 Plan, the Company may grant: (i) nonqualified stock options; (ii) stock appreciation rights; (iii) restricted stock and restricted stock units; and (iv) performance units.
The foregoing description of the 2024 Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2024 Plan, which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On April 6, 2026, the Company issued a press release announcing the appointment of Mr. Greyenbuhl to serve as the Company’s Chief Financial Officer. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information furnished pursuant to this Item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description | |
| 10.1 | Letter Agreement, dated as of April 1, 2026, by and between Veradigm Inc. and Christian Greyenbuhl. | |
| 10.2 | Agreement for the Payment of Benefits Following Termination of Employment, dated as of April 1, 2026, by and between Veradigm Inc. and Christian Greyenbuhl. | |
| 10.3 | Veradigm Inc. Second Amended and Restated 2024 Stock Incentive Plan. | |
| 99.1 | Press Release issued by Veradigm Inc. on April 6, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document) | |
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 hereunto duly authorized.
| VERADIGM INC. | ||||||
| Date: April 6, 2026 | /s/ Eric Jacobson | |||||
Eric Jacobson Senior Vice President, Deputy General Counsel & Corporate Secretary | ||||||
Exhibit 99.1
Veradigm Appoints Christian Greyenbuhl as Chief Financial Officer
CHICAGO – April 6, 2026 – Veradigm Inc. (OTCMKTS: MDRX), a leading provider of clinical and revenue cycle solutions for independent practices, announced the appointment of Christian Greyenbuhl as Chief Financial Officer of the Company, effective on the later of May 11, 2026 and the first business day after Veradigm files its Annual Report on Form 10-K for its 2023 and 2024 fiscal years, or as otherwise agreed.
Mr. Greyenbuhl is a seasoned operator and finance executive with more than 25 years of experience across both global public and private companies. He brings a strong track record as a general manager and operator, having served as general manager of businesses of Automatic Data Processing, Inc. (“ADP”) on two occasions and having led large-scale financial systems transformations. He most recently served as Chief Financial Officer for Ministry Brands, LLC, a SaaS-based technology company, where he has led all aspects of its finance organization since November 2022.
“Our ‘Reset, Recover, Reignite’ plan is fully launched. Our work to get current and stay current on our SEC filing is progressing,” said Donald Trigg, Chief Executive Officer of Veradigm. “With Christian’s arrival, the team required to drive our strategic reset, recover our market leadership with independent physician practices, and reignite profitable growth will be largely in place.”
“I am honored to join the Veradigm team at such a pivotal moment,” said Mr. Greyenbuhl. “Veradigm has a unique opportunity to leverage its strong market position, differentiated capabilities, and powerful data assets to deliver more actionable insights across the healthcare ecosystem. I look forward to leveraging my accounting and operational strengths to work to ensure that the Company becomes current with its filing obligations and reignites profitable growth.”
Prior to Ministry Brands, Mr. Greyenbuhl served as SVP Corporate Finance and Investor Relations at Xplor Technologies LLC, a global SaaS-based technology company. Prior to Xplor Technologies, Mr. Greyenbuhl spent over 10 years at ADP in increasingly senior roles following 11 years at PricewaterhouseCoopers working with a variety of public and private clients across a broad range of industries. Mr. Greyenbuhl is both a Chartered Accountant with the Institute of Chartered Accountants of Scotland as well as a Certified Public Accountant (inactive) and holds a Bachelor of Arts degree in Accountancy with Business Law from the University of Stirling in Scotland, UK.
Mr. Greyenbuhl succeeds Lee Westerfield, the Company’s Interim Chief Financial Officer. Following Mr. Greyenbuhl’s appointment, Mr. Westerfield will serve the Company in a consulting role to help ensure a smooth transition of responsibilities.
“On behalf of myself and the Board of Directors, I want to thank Lee for his tireless service during a time of leadership transition at Veradigm,” said Mr. Trigg. “Lee has led our efforts to ‘get current and stay current’ on our SEC filings, and the financing that strengthened our liquidity. I look forward to continuing to collaborate with him as we advance key filing milestones.”
About Veradigm®
Veradigm has a proven history of delivering clinical and revenue cycle solutions that help independent practices improve outcomes and financial performance. Our AI-forward data and technology also help over 20,000 provider practices connect with health plans and biopharma to eliminate inefficiencies, close care gaps, and create a more affordable health system.
© 2026 Veradigm LLC and/or its affiliates. All rights reserved. Cited marks are the property of Veradigm LLC and/or its affiliates. All other product or Company names are the property of their respective holders, all rights reserved.
For more information contact:
Investors:
Steven Halper
312-506-1237
steven.halper@veradigm.com
Media:
Amanda Cohen
732-567-7607
amanda.cohen@veradigm.com
Disclaimer and Forward-Looking Statement Information
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, the Company’s strategic initiatives under its new leadership and the timing of Mr. Greyenbuhl’s appointment as Chief Financial Officer of Veradigm Inc. (the “Company”). These forward-looking statements are based on the current beliefs and expectations of the Company’s management with respect to future events, only speak as of the date that they are made, and are subject to significant risks and uncertainties. Such statements can be identified by the use of words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “continue,” “can,” “may,” “look forward,” “aims,” “hopes,” and “seeks” and similar terms, although not all forward-looking statements contain such words or expressions. Actual results could differ significantly from those set forth in the forward-looking statements.
Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, risks relating to the Company’s common stock not trading on a national securities exchange and deregistration from Section 12(b) of the Securities Exchange Act of 1934, as amended; a further material delay in the Company’s financial reporting; an inability of the Company to timely prepare its delinquent financial statements; unanticipated factors or factors that the Company currently believes will not cause further delay; the Company’s remediation efforts and preparation of financial statements or other factors that could cause additional delay or adjustments; the possibility that ongoing remediation work or the audit of the Company’s financial statements for the fiscal years ended December 31, 2023, 2024, or 2025 may identify additional errors and material weaknesses or other deficiencies in the Company’s accounting practices; the likelihood that the control deficiencies identified or that may be identified in the future will result in additional material weaknesses in the Company’s internal control over financial reporting; the Company’s ability to hire qualified individuals to serve in senior leadership roles on a permanent basis; and other factors contained in the “Risk Factors” section and elsewhere in the 2022 Form 10-K and the Company’s other filings with the SEC from time to time. The Company does not undertake to update any forward-looking statements to reflect changed assumptions, the impact of circumstances or events that may arise after the date of the forward-looking statements, or other changes over time, except as required by law.