For William Roper, CEO of the UNC Health Care System, the mega-merger of Express Scripts and Medco Health Solutions announced this morning could mean a $3 million payday.
Roper, who has been a Medco board member for nearly four years, will receive cash and Express Scripts stock worth as much as $3 million for Medco shares and options he owns.
But he also may lose his Medco board seat. That's a job that paid him total compensation worth $272,789 last year, according to a Securities and Exchange Commission filing.
Two "independent" Medco directors will join an expanded Express Scripts board when the deal closes, but the companies haven't picked them, said Medco spokesman Lowell Weiner. Medco listed eight independent directors in an April SEC filing, including Roper.
Roper has faced criticism over his Medco board work, and whether UNC Health does enough to disclose potential conflicts of interest and his compensation.
UNC Health is reviewing its conflict of interest policies and expects to adopt new standards this year that will lead to more disclosure, said spokeswoman Karen McCall.
Roper declined to comment. He made $717,600 at UNC Health last year, and $483,949 as a director of another publicly traded company, DaVita.
Express Scripts expects to complete the $29 billion Medco takeover next year, but the deal faces tough scrutiny from federal antitrust regulators. The union will form the country's largest pharmacy benefits manager.
As of April, Roper owned 19,965 Medco shares, the company reported in its SEC filing. The Medco takeover also will likely allow Roper to cash in 24,200 options he held as of Dec. 25.
Medco investors will receive $28.80 in cash and 0.81 of an Express Scripts share for each Medco share they own. That works out to about $71.36 per share, based on today's stock price.
The final value will be based on the price of Express Scripts stock on the day the deal is done.
Read an AP report on the merger here.