Form 4: Performant Healthcare Inc. CFO Awarded Restricted Stock Units

Rohit Ramchandani, CFO of Performant Healthcare Inc., received two grants of restricted stock units (RSUs) on May 1, 2025, with vesting conditions tied to continued service and stock price hurdles.

Summary

• Rohit Ramchandani, the Chief Financial Officer of Performant Healthcare Inc. (PHLT), was granted restricted stock units (RSUs) on May 1, 2025.
• The first RSU award consists of 91,597 units that vest in four equal installments annually, contingent on continuous service.
• The second RSU award consists of 91,596 units that vest over four years, contingent on continuous service and the achievement of specific stock price hurdles.
• The stock price hurdles are +25%, +50%, +75%, and +100% increases versus an initial stock price of $2.61 per share, measured by a 60-day VWAP.
• Each tranche of the second RSU award has a specific vesting percentage and stock price hurdle: Tranche 1 (25%, $3.27), Tranche 2 (50%, $3.92), Tranche 3 (75%, $4.57), and Tranche 4 (100%, $5.22).
• The reporting person has up to three or four years to achieve each stock price hurdle, depending on the tranche, with vesting occurring at specific months or upon hurdle achievement, and forfeiture if the hurdle is not met within the time frame.

Sentiment

Score: 7

Explanation: The document is neutral to positive. It describes standard executive compensation practices, incentivizing the CFO. The stock price hurdles suggest confidence in future growth.

Positives

• The RSU awards incentivize the CFO to remain with the company and improve its stock performance.
• The vesting conditions tied to stock price hurdles align the CFO's interests with those of the shareholders.
• The staggered vesting schedule encourages long-term commitment and performance.

Risks

• The stock price hurdles may not be achievable, leading to forfeiture of the RSUs.
• Changes in control or termination of employment could affect the vesting of the RSUs.
• The value of the RSUs is dependent on the future performance of the company's stock.

Future Outlook

The vesting of the restricted stock units is contingent upon continued service and, for one award, the achievement of specific stock price hurdles over the next four years.

Industry Context

Granting RSUs to key executives is a common practice in the healthcare industry to align management's interests with those of shareholders and incentivize long-term value creation.

Comparison to Industry Standards

• RSU grants are a standard component of executive compensation packages in publicly traded companies, including those in the healthcare sector.
• Companies like UnitedHealth Group (UNH) and Anthem (ANTM) also utilize stock-based compensation to incentivize their executives.
• The specific vesting terms and stock price hurdles are tailored to Performant Healthcare's specific circumstances and growth objectives.

Stakeholder Impact

• Shareholders may view the RSU awards positively as they align management's interests with increasing shareholder value.
• Employees may see the awards as a sign of the company's commitment to its leadership team.
• The awards have no immediate impact on customers, suppliers, or creditors.

Next Steps

• The CFO must continue to meet the service requirements for the RSUs to vest.
• The company's stock price must reach the specified hurdles for the performance-based RSUs to vest.

Key Dates

Keywords

Restricted Stock Units, RSU, Form 4, Beneficial Ownership, Rohit Ramchandani, Performant Healthcare, PHLT, CFO, Stock Price Hurdles, Vesting