Form 4: Veradigm SVP & Chief HR Officer Lisa Hammond Granted Over 58,000 Restricted Stock Units

Veradigm Inc.'s SVP & Chief HR Officer, Lisa Hammond, was granted 58,140 Restricted Stock Units under the company's 2024 Stock Incentive Plan, aligning executive compensation with shareholder interests.

Summary

• Lisa Hammond, SVP & Chief HR Officer of Veradigm Inc. (MDRX), acquired 58,140 shares of common stock on June 2, 2025.
• The acquisition was an award of Restricted Stock Units (RSUs) granted under the Veradigm, Inc. Amended and Restated 2024 Stock Incentive Plan.
• The RSUs were granted at a reported price of $4.3 per unit, totaling an approximate value of $249,902 for the grant.
• The grant vests 50% on each of the first two anniversaries of the Grant Date, which is June 2, 2025.
• Following this transaction, Lisa Hammond beneficially owns 174,175 shares of Veradigm Inc. common stock.

Sentiment

Score: 7

Explanation: The document reports a standard executive compensation event (RSU grant), which is generally positive as it aligns executive interests with shareholders and incentivizes long-term performance. It does not contain negative news or significant risks beyond the inherent nature of equity compensation.

Positives

• The RSU grant aligns the interests of the SVP & Chief HR Officer with those of the shareholders, as the value of the compensation is tied to the company's stock performance.
• The vesting schedule provides an incentive for long-term retention and performance from a key executive.
• The grant is part of a formal 'Amended and Restated 2024 Stock Incentive Plan', indicating a structured approach to executive compensation.

Negatives

• The RSUs are subject to a vesting schedule, meaning the shares are not immediately liquid or fully owned by the executive until the vesting conditions are met.
• The value of the grant is dependent on the future stock price of Veradigm Inc., introducing market risk for the executive's compensation.

Risks

• The value of the granted RSUs is subject to fluctuations in Veradigm Inc.'s stock price, potentially decreasing the actual realized value for the executive.
• Forfeiture risk exists if the executive's employment terminates before the vesting dates, leading to a loss of unvested shares.

Future Outlook

The future outlook for Lisa Hammond's compensation includes the vesting of 50% of the granted RSUs on June 2, 2026, and the remaining 50% on June 2, 2027, contingent on continued employment and company performance.

Management Comments

• The transaction represents an 'Award of Restricted Stock Units granted under the Veradigm, Inc. Amended and Restated 2024 Stock Incentive Plan'.

Industry Context

The granting of Restricted Stock Units (RSUs) to senior executives is a common practice in the healthcare technology and broader corporate sectors. This method of compensation is widely used to attract, retain, and incentivize key talent by aligning their long-term financial interests with the company's performance and shareholder value creation.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) with a multi-year vesting schedule is a standard executive compensation practice across various industries, including healthcare IT, similar to companies like Cerner (now Oracle Health) or Epic Systems (private).
• The grant size relative to the executive's role and total beneficial ownership appears to be within typical ranges for a Senior Vice President and Chief HR Officer at a company of Veradigm's size, though specific benchmarks would require detailed compensation peer group analysis.
• The 'Amended and Restated 2024 Stock Incentive Plan' indicates a structured and updated approach to equity compensation, which is a positive governance signal consistent with best practices among publicly traded companies.

Corporate Governance

Related Party Transactions

• The RSU grant to Lisa Hammond, a senior officer, is an insider transaction related to executive compensation, which is a common form of related party dealing in public companies.

Stakeholder Impact

• Shareholders: The RSU grant aligns the executive's financial incentives with shareholder value creation, as the value of the compensation is tied to the company's stock performance.
• Employees: The existence of a stock incentive plan can signal a commitment to employee retention and performance-based compensation, potentially impacting overall employee morale and motivation.
• Management: The grant provides a significant long-term incentive for the SVP & Chief HR Officer, encouraging continued dedication and performance.

Next Steps

• The first tranche of 50% of the RSUs is scheduled to vest on June 2, 2026.
• The second tranche of 50% of the RSUs is scheduled to vest on June 2, 2027.

Key Dates

Keywords

Veradigm, MDRX, SEC Form 4, Restricted Stock Units, RSU, Executive Compensation, Stock Incentive Plan, Insider Transaction, Corporate Governance, Human Resources