OurHealth sues former exec Oesterle in dispute over compensation

December 12, 2017

Bill Oesterle, the former executive chairman of a fast-growing Indianapolis-based provider of on-site medical clinics for employers, is being sued by the company in a dispute over his compensation package.

OurHealth Holding Company LLC  said in a lawsuit filed Dec. 5 in Marion County Superior Court that Oesterle is refusing to abide by his hiring agreement, which calls for him to sell back his vested incentive units to the company at a mutually agreed-upon price. The two sides are nearly a half-million dollars apart in their demands.

“This seems like a really small issue to get lawyers involved, but I’m confident we can get it resolved," Oesterle said Tuesday. "I just want a fair value.”

Oesterle worked at OurHealth for one year, submitting his resignation on May 18—the same day the company announced it had raised $37 million in financing and planned to hire 480 employees over the next few years, more than doubling its workforce. The resignation letter did not state the circumstances of the departure, except to say out it was voluntary.

He left OurHealth to launch a startup called TMap LLC, which aims to identify and rank talent so Indiana employers and other stakeholders can better recruit, retain and improve the skill of their workers.

Oesterle is better known for serving as CEO of Angie’s List, the consumer website. He co-founded the company with Angie Hicks in 1995 and led it through an initial public offering in 2011, before stepping down in 2015.

According to the lawsuit, OurHealth paid Oesterle an annual salary of $270,000. Oesterle was also granted 64,645 incentive units in the company, which vested in equal monthly installments over two years.

Under the contract, if Oesterle left the company, the company had the option to purchase some his vested incentive units at fair market value, to be determined by mutual agreement. If the parties were unable to reach agreement on the fair market value, the value would be determined by a qualified independent appraiser selected by mutual agreement.

During his tenure, Oesterle received 21,549 vested incentive units. About a month after he resigned, the company notified him it wanted to purchase all of the vested units. In a June 27 letter to Oesterle, the company proposed to pay $100 “as the aggregate fair market value for all of your vested incentive units.”

In response, Oesterle said he would be willing to sell the vested units for $500,000, according to the lawsuit.

Because the two sides disagreed over the value, the company proposed that Oesterle choose an appraiser from a list of five qualified firms it had drawn up. But about four months later, Oesterle’s lawyer replied that he would agree on an appraisal firm only if the two parties agreed on the valuation methodology.

But the company said that was asking too much. “The award agreement plainly and unambiguously requires defendant to sell his vested incentive units to OurHealth based on the fair market value determined by an independent appraiser,” the lawsuit said. “Indeed, it is the function of the independent appraiser to determine the appropriate methodology to determine the fair market value.”

OurHealth is asking a judge to enforce the contract and award damages, attorney fees and other expenses.





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