Performant Healthcare insider report: CEO RSU vesting and sell-to-cover disclosed
Rhea-AI Filing Summary
Performant Healthcare insider activity: Chief Executive Officer and Director Simeon M. Kohl reported vesting and disposition of restricted stock units and shares. A tranche of 91,725 RSUs vested (awarded at no cost) and converted into common stock, and 35,819 shares were sold at $7.61 per share to cover tax withholding on the vesting. Following these transactions, the reporting person beneficially owned 619,309 shares. The RSUs were originally granted with multi-year, performance-based vesting hurdles tied to 60-day VWAP targets and staggered tranche vesting schedules.
Positive
- Performance-based RSUs vested, indicating alignment of executive pay with share-price targets
- RSUs were awarded at no cost to the reporting person, reflecting incentive-based compensation rather than direct purchase
- Clear tranche structure and forfeiture conditions enhance transparency around vesting and retention
Negative
- Sell-to-cover disposition of 35,819 shares reduced the reporting person's direct shareholdings
- Complex vesting tied to multi-year VWAP hurdles may result in forfeiture of unachieved tranches, limiting potential future dilution predictability
Insights
TL;DR: Routine executive equity vesting with a sell-to-cover tax transaction; limited immediate market impact.
The filing shows performance-linked RSUs converting into 91,725 shares and an ensuing disposition of 35,819 shares at $7.61 per share to satisfy tax obligations. This is a common administrative outcome when performance-based awards vest and does not indicate a change in control or an opportunistic sale beyond withholding. The remaining beneficial ownership of 619,309 shares maintains executive alignment with shareholders while reflecting standard dilution and tax mechanics.
TL;DR: Compensation plan functioning as designed: time/price-based RSUs vesting with documented forfeiture conditions.
The RSU structure disclosed includes clear, multi-tranche performance hurdles and explicit forfeiture windows, which reinforces pay-for-performance governance. The report discloses a tax-withholding disposition rather than discretionary cashing out of economic interest. Documentation of grant date, hurdle levels, and accelerated vesting provisions provide transparency on incentive alignment and potential retention mechanics.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Common Stock, par value $0.0001 per share | 91,725 | $0.00 | -- |
| Tax Withholding | Common Stock, par value $0.0001 per share | 35,819 | $7.61 | $273K |
| Exercise | Restricted Stock Units | 91,725 | $0.00 | -- |
Footnotes (1)
- Shares surrendered to pay tax liability due on vesting of Restricted Stock Units Each restricted stock unit represents a contingent right to receive one share of PHLT's common stock. The units were awarded at no cost to the Reporting Person. Restricted Stock Unit Award was granted on May 5, 2023 (the "Grant Date"). These Restricted Stock Units shall vest over a four year period based upon continuous service through each vesting date and the trading price of the Company's Common Stock during the relevant vesting period, subject to accelerated vesting pursuant to the terms of the Reporting Person's Change in Control and Severance Agreement. Specifically, and subject to the vesting limitations described below, the average trading price for Company's shares for 60 consecutive trading days will be measured against the Target Stock Price Hurdles. Target Stock Price Hurdles are increases by year of +25%, +50%, +75%, and +100% versus initial stock price based on 60-day VWAP of $3.16 per share of one share on the Grant Date in each of the four years following the Grant Date. The vesting for the Restricted Stock Units and associated Stock Price Hurdles will be allocated into the following four tranches: (i) Tranche 1, 25% Vesting Percentage, $3.95 Stock Price Hurdle; (ii) Tranche 2, 50% Vesting Percentage, $4.74 Stock Price Hurdle; (iii) Tranche 3, 75% Vesting Percentage, $5.52 Stock Price Hurdle; and (iv) Tranche 4, 100% Vesting Percentage, $6.31 Stock Price Hurdle. The Restricted Stock Units within each Tranche will vest in accordance with the following: For Tranche 1, Reporting Person shall have up to three years to achieve the Stock Price Hurdle. If the Stock Price Hurdle is achieved before 12 months, Reporting Person vests in the Tranche 1 RSUs at 12 months. If the Stock Price Hurdle is achieved in month 13 - 36, Reporting Person vests in the Tranche 1 RSUs whenever the Stock Price Hurdle is achieved. If the Stock Price Hurdle is not achieved by 36 months, the RSUs tied to Tranche 1 are forfeited. For Tranche 2, Reporting Person shall have up to three years to achieve the Stock Price Hurdle. If the Stock Price Hurdle is achieved before 24 months, Reporting Person vests in the Tranche 2 RSUS at 24 months. If the Stock Price Hurdle is achieved in month 25 - 36, Reporting Person vests in the Tranche 2 RSUs whenever the Stock Price Hurdle is achieved. If the Stock Price Hurdle is not achieved by 36 months, the RSUs tied to Tranche 2 are forfeited. For Tranche 3, Reporting Person shall have up to four years to achieve the Stock Price Hurdle. If the Stock Price Hurdle is achieved before 36 months, Reporting Person vests in the Tranche 3 RSUs at 36 months. If the Stock Price Hurdle is achieved in month 37 - 48, Reporting Person vests in the Tranche 3 RSUs whenever the Stock Price Hurdle is achieved. If the Stock Price Hurdle is not achieved by 48 months, the RSUs tied to Tranche 3 are forfeited. For Tranche 4, Reporting Person shall have up to four years to hit the Stock Price Hurdle. If the Stock Price Hurdle is achieved before 48 months, Reporting Person vests in the Tranche 4 RSUs 48 months. If the Stock Price Hurdle is not achieved by 48 months, the RSUs tied to Tranche 4 are forfeited.
