UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. )1

NextGen Healthcare, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

65343C102

(CUSIP Number)

SHELDON RAZIN

C/O NEXTGEN HEALTHCARE, INC.

3525 Piedmont Road, NE

Building 6, Suite 700

Atlanta, Georgia 30305

 

ANDREW M. FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2250

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

August 19, 2021

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 65343C102

  1   NAME OF REPORTING PERSON  
         
        SHELDON RAZIN  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF, OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         10,200,327  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          10,200,327  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        10,200,327  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        15.2%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

2

CUSIP No. 65343C102

  1   NAME OF REPORTING PERSON  
         
        LANCE E. ROSENZWEIG  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF, OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         35,782  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          35,782  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        35,782  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

3

CUSIP No. 65343C102

 

  1   NAME OF REPORTING PERSON  
         
        KENNETH H. FEARN, JR.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        - 0 -  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

4

CUSIP No. 65343C102

 

  1   NAME OF REPORTING PERSON  
         
        RAMON GREGROY  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        - 0 -  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

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CUSIP No. 65343C102

 

  1   NAME OF REPORTING PERSON  
         
        JULIE SCHOENFELD  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        - 0 -  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

6

CUSIP No. 65343C102

 

  1   NAME OF REPORTING PERSON  
         
        RUBY SHARMA  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        - 0 -  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

7

CUSIP No. 65343C102

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.Security and Issuer.

This statement relates to the Common Stock, $0.01 par value per share (the “Shares”), of NextGen Healthcare, Inc., a California corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 3525 Piedmont Road, NE, Building 6, Suite 700, Atlanta, GA 30305.

Item 2.Identity and Background.

(a)                This statement is filed by: 

(ii)Sheldon Razin, as to the shares directly and beneficially owned by him, including shares held beneficially on behalf of each of the Razin Family Revocable Living Trust (the “Trust”), the Sheldon Razin Family Foundation (the “Foundation”), and members of his immediate family, and as a nominee for and current member of the Board of Directors of the Issuer (the “Board”);
(iii)Lance E. Rosenzweig, as to the shares directly and beneficially owned by him and as a nominee for and current member of the Board;
(iv)Kenneth H. Fearn, Jr., as a nominee for the Board;
(v)Ramon Gregory, as a nominee for the Board;
(vi)Julie Schoenfeld, as a nominee for the Board; and
(vii)Ruby Sharma, as a nominee for the Board (together with Messrs. Razin, Rosenzweig, Fearn and Gregory and Ms. Schoenfeld, the “Nominees”).

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)                The principal business address of Messrs. Razin and Rosenzweig is 3525 Piedmont Road, NE, Building 6, Suite 700, Atlanta, GA 30305. The principal business address of Mr. Fearn is 1150 Santa Monica Boulevard, Suite 1680, Los Angeles, CA 90025. The principal business address of Mr. Gregory is 105 Challenger Road, Ridgefiled Park, NJ 07660. The principal business address of Ms. Schoenfeld is 1230 Glen Oaks Boulevard, Pasadena, CA 91105. The principal business address of Ms. Sharma is 24 Arnold Drive, Princeton Junction, NJ 08550.

(c)                The principal occupation of Mr. Razin is serving as director and Chairman Emeritus of the Issuer, Co-Founder and Chairman of SurePrep, LLC, and Chairman of Navesink Mortgage Services LLC dba LoanBeam and dba Appraisal Fee Services (AFS). The principal occupation of Mr. Rosenzweig is serving as a director of the Issuer and as President, CEO and a director of Support.com. The principal occupation of Mr. Fearn is serving as Founder and Managing Partner of Integrated Capital LLC. The principal occupation of Mr. Gregory is serving as Senior Vice President, Customer Care at Samsung Electronics America. The principal occupation of Ms. Schoenfeld is serving as Entrepreneur in Residence at the California Institute of Technology. The principal occupation of Ms. Sharma is serving as Managing Partner at RNB Strategic Advisors.

8

CUSIP No. 65343C102

(d)                No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)                No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)                 Each of the Reporting Persons is a citizen of the United States of America.

Item 3.Source and Amount of Funds or Other Consideration.

The shares beneficially owned by Mr. Razin were founder’s shares, shares granted to him in his capacity as a director and executive officer of the Company, shares purchased on the open market using personal funds of both Mr. Razin and members of his family, and shares granted to certain members of his family as previous employees of the Company. The aggregate purchase price of the 70,600 shares purchased on the open market is approximately $98,709.38, excluding brokerage commissions.

 

The Shares beneficially owned by Mr. Rosenzweig were awarded to him in his capacity as a director of the Issuer.

Item 4.Purpose of Transaction.

Mr. Razin is the Founder and Chairman Emeritus of the Issuer, and previously served as Chairman of the Board and Chief Executive Officer. As the founder, and as someone who has dedicated a majority of his life to the betterment of the Issuer, Mr. Razin has always viewed the Issuer’s continued success and sustainability as his top priority, and is seeking to build upon the prosperous framework that he established when at the helm of the Issuer. Mr. Rosenzweig, a seasoned executive who has served as a director of the Issuer for a number of years, is equally concerned with the recent poor performance of the Issuer and restoring the Issuer to excellence for the benefit of all stakeholders, including shareholders, customers and employees. Due to the insular and uncooperative culture exhibited by a majority of the incumbent Board under the leadership of current Chairman Jeff Margolis, Mr. Razin felt compelled to nominate the Nominees for election to the Board.

 

On August 19, 2021, Mr. Razin delivered a letter to the Issuer (the “Nomination Notice”) nominating a slate of six highly-qualified candidates including, himself, Lance E. Rosenzweig, Kenneth H. Fearn, Jr., Ramon Gregory, Julie Schoenfeld and Ruby Sharma for election to the Board at the Issuer’s 2021 annual meeting of shareholders (the “2021 Annual Meeting”). The Reporting Persons believe they have the necessary experience, qualifications, and skill sets to serve as directors of the Issuer, which are described in more detail in their biographies below. The election of the Nominees to the Board would result in a change to the composition of the Board and could constitute a change in control under certain of the Issuer’s material agreements.

 

9

CUSIP No. 65343C102

Also on August 19, 2021, Messrs. Razin and Rosenzweig issued a press release (the “Press Release”) and public letter to shareholders of the Issuer (the “Shareholder Letter,” and together with the Press Release, the “Public Letter”) announcing that Mr. Razin had nominated the Nominees for election to the Board at the 2021 Annual Meeting. In the Public Letter, Messrs. Razin and Rosenzweig detailed their views for why the Board was in urgent need of being substantially refreshed and reinvigorated, citing, among other things, their serious concerns over the incumbent Board’s current “imperial” leadership, poor corporate governance and history of underperformance. On the other hand, as provided in the letter, the Nominees possess the right attributes, as demonstrated below and in the Public Letter, necessary to lead the Issuer at this critical juncture. The full text of the Public Letter is attached hereto as Exhibit 99.1 is incorporated herein by reference.

 

The Nominees are:

Kenneth H. Fearn, Jr., age 56, currently serves as Founder and Managing Partner of Integrated Capital LLC, a leading private real estate advisory and investment firm, since 2004. Previously, Mr. Fearn served as Managing Director and Chief Financial Officer of Maritz, Wolff & Co., a private equity firm, from 1995 to 2004. Prior to that, Mr. Fearn worked with Fortune 200 companies to address issues of profitability and develop business strategies at McKinsey & Company, a strategy management consulting firm, from 1993 to 1995. Earlier in his career, Mr. Fearn was involved with corporate merger and acquisition assignments at JP Morgan & Co. (n/k/a JP Morgan Chase & Co. (NYSE: JPM)), a global investment banking firm. Mr. Fearn currently serves on the board of directors of Braemar Hotels & Resorts, Inc. (NYSE: BHR), a real estate investment trust, since August 2016, the American Hotel and Lodging Association, the sole national association representing all segments of the U.S. lodging industry, since January 2021, as Chairman and board member at the National Association of Black Hotel Owners, Operators and Developers, one of the leading organizations advocating for minority ownership and development in the hotel and hospitality industry, since July 2014, and as a board member of the Marriott International Owner Advisory Board, since 2006. Mr. Fearn previously served as Chairman of the Board of Commissioners of the Community Redevelopment Agency of the City of Los Angeles, and on the board of directors of the Los Angeles Chamber of Commerce. In addition, he served on the advisory board of the Medical Genetics Institute at Cedars-Sinai Medical Center and as Entrepreneur in Residence at the Leland C. and Mary M. Pillsbury Institute for Hospitality Entrepreneurship at Cornell University. Mr. Fearn received an M.B.A from the Harvard University Graduate School of Business and received a B.A. in Political Science from the University of California, Berkeley.

 

10

CUSIP No. 65343C102

Ramon Gregory, age 61, currently serves as the Senior Vice President, Customer Care at Samsung Electronics America, a provider of marketing services for consumer electronics, information systems and home appliance products, since September 2020. Mr. Gregory served as Senior Vice President, Customer Support Services at Cardinal Health, Inc. (NYSE: CAH), a healthcare services and products company, from 2011 to September 2019. Prior to that, Mr. Gregory served as Executive Director, Consumer Sales and Services at Telstra Corporation Limited (OTCMKTS: TLSYY), a company that engages in the provision of telecommunications and information services for domestic and international customers, from 2009 to 2011. From 2006 to 2009, Mr. Gregory served as Senior Vice President, Brokerage Trading and Customer Service at E*TRADE Financial Corporation, a financial services company and online brokerage industry. Prior to that, Mr. Gregory served as Senior Vice President, Customer Service Operations at The Home Depot, Inc. (NYSE: HD), a seller of building materials and home improvement products, from 2000 to 2005. Earlier in his career, Mr. Gregory served as Senior Vice President, Global Call Center Operations at American International Group, Inc. (NYSE: AIG), a provider of insurance products for commercial, institutional, and individual customers, and as Vice President of Participant Services at Fidelity Investments Inc., an investment firm that specializes in the fields of retirement, investments, online trading, and asset management. Mr. Gregory is currently a member of the Executive Leadership Council, an independent nonprofit that opens channels of opportunity for the development of Black executives to positively impact business and communities, and previously served as the membership co-chair. He serves as Chairman Emeritus at the Columbus Urban League, a community-based, non-profit, advocacy organization, where he previously served as Chairman. In addition, Mr. Gregory serves as a member of the board of directors of Leverage Network, an organization dedicated to promoting the advancement of Black executives on boards of directors and in senior leadership within the healthcare industry. Mr. Gregory received a B.A. in Communications from the University of Cincinnati.

 

Sheldon Razin, age 83, is a director and Chairman Emeritus of the Company (NASDAQ: NXGN). He is the founder of the Company and served as its Chairman of the Board from its incorporation in 1974 until his retirement as Chairman and his appointment as Chairman Emeritus in November 2015. Mr. Razin served as Chief Executive Officer of the Company from 1974 until April 2000. Since the Company’s incorporation until April 2000, he also served as President, except for the period from August 1990 to August 1991. Additionally, Mr. Razin served as the Company’s Treasurer from its incorporation until October 1982. Prior to founding the Company, he held various technical and managerial positions with Rockwell International Corporation and was a founder of the Company’s predecessor, Quality Systems, a sole proprietorship engaged in the development of software for commercial and space applications and in management consulting work. Mr. Razin is also a co-founder and board chairman of SurePrep, LLC, a tax technology and service company. In addition, he is the board chairman of LoanBeam, a company spun-off of SurePrep, LLC that automates loan processing and Navesink Mortgage Services LLC. A financial technology company. Mr. Razin holds a B.S. degree in Mathematics from the Massachusetts Institute of Technology. Mr. Razin has been a director of the Company since 1974.

Lance E. Rosenzweig, age 58, currently serves as a director of the Company (NASDAQ: NXGN). From August 2020 to present, he has served as President, CEO and member of the board of directors of Support.com (NASDAQ: SPRT), a leading provider of customer and technical support solutions and security software. Mr. Rosenzweig served as Chairman of the board of directors of Boingo Wireless (formerly NASDAQ: WIFI), a wireless internet and cellular services provider, from March 2019 until the Company was taken private in June 2021, and previously served as Lead Independent Director from August 2017 until March 2019, and as a director from July 2014 until August 2017. From 2018 to 2020, Mr. Rosenzweig served as CEO of Startek Inc. (NYSE: SRT), a global business process outsourcing company. From January 2015 through December 2016, Mr. Rosenzweig served as Operating Executive of Marlin Operations Group, which works with Marlin Equity Partners, a global investment firm focused on providing corporate parents, shareholders and other stakeholders with tailored solutions that meet their business and liquidity needs. Previously, Mr. Rosenzweig served as Chief Executive Officer and President, Global Markets for Aegis USA, Inc., a leading business process outsourcing company, from 2013 through the company’s sale to Teleperformance in 2014. Mr. Rosenzweig co-founded and served as Chairman of the Board of PeopleSupport, Inc. (NASDAQ: PSPT), a business process outsourcing company, since its inception in 1998, and was PeopleSupport’s Chief Executive Officer from 2002 through the company’s sale in 2008. Mr. Rosenzweig held a variety of management and entrepreneurial roles from 1985 to 2002. Mr. Rosenzweig has a B.S. in Industrial Engineering and an M.B.A with honors every term, both from Northwestern University. Mr. Rosenzweig has been a director of the Company since 2012.

 

11

CUSIP No. 65343C102

Julie Schoenfeld, age 63, currently serves as an Entrepreneur in Residence at the California Institute of Technology, a world-renowned science and engineering research and education institution, since September 2019. Previously, Ms. Schoenfeld served as Vice President of Strobe LiDAR at Cruise LLC, an American self-driving car company, from October 2017 to June 2019. Prior to that, Ms. Schoenfeld served as CEO at Strobe, Inc., a provider of light detection and ranging (LIDAR) solution, from 2014 to October 2017. Prior to that, Ms. Schoenfeld served as CEO of Perfect Market, Inc., an enterprise software company acquired by Taboola Inc., from 2007 to 2014. Earlier in her career, Ms. Schoenfeld was CEO of OEwaves Inc., a communications applications company, from 2000 to 2007, and served as the founder and CEO of Net Effect, an enterprise software company acquired by Ask Jeeves, from 1998 to 2000. Ms. Schoenfeld currently serves as a member of the board of directors at Startek Inc. (NYSE: SRT), global business process outsourcing company that provides Omni channel customer interactions, technology and back-office support solutions, since January 2019, Prodege LLC, a cutting-edge marketing and consumer insights platform, since February 2016 and OEwaves Inc., a manufacturer of microwave photonic products, since 2000, and as an Advisory Board Member at Taboola Inc., a provider of an artificial intelligence platform that is used by digital properties to drive monetization and user engagement, since August 2014. Ms. Schoenfeld previously served as a member of the board of directors at Strobe, Inc. from June 2010 to January 2017. Ms. Schoenfeld received an M.B.A. from the Harvard University Graduate School of Business and a B.S. in Engineering from Tufts University.

 

Ruby Sharma, age 54, currently serves as Managing Partner of RNB Strategic Advisors, a strategic advisory firm, since September 2018. Ms. Sharma served as a Partner at Ernst & Young, LLP (n/k/a EY), a multinational professional services network, from 2002 to 2017, where she led the Center for Board Matters and Risk Advisory from 2010 to December 2017 and served in Fraud Investigations and Dispute Services from 2002 to 2010. Ms. Sharma served as Senior Manager of Forensic and Litigation Services at Arthur Andersen LLP, a holding company that provided auditing, tax and consulting services to large corporations, from 1999 to 2002. Prior to that, Ms. Sharma served as Senior Manager and Assistant to the Managing Partner at Grant Thornton GMBH, a professional services network of independent accounting and consulting member firms, from 1996 to 1998. Ms. Sharma served as Manager at Haines Watts, a UK firm of chartered accountants and business advisors, from 1989 to 1996. Ms. Sharma served as Vice Chair of the Board of Trustees and Chair of the Audit Committee of Penn Medicine Princeton Health, a leading provider of healthcare services, from 2010 to October 2020. Ms. Sharma received a Bachelor of Arts in Economics from Delhi University. Additionally, she became a Fellow Chartered Accountant in Accounting and Related Services from the Institute of Chartered Accountants in England and Wales.

 

Item 5.Interest in Securities of the Issuer.

 

The aggregate percentage of Shares reported owned by each person named herein is based upon 67,265,545 Shares outstanding as of July 27, 2021, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-Q filed with the Securities and Exchange Commission on July 30, 2021.

 

A.Mr. Razin
(a)As of the close of business on August 24, 2021, Mr. Razin beneficially owned 10,200,327 Shares, which consists of (i) 100 shares held in record name; (ii) 9,889,727 shares held beneficially on behalf of the Trust, (iii) 287,000 Shares held beneficially on behalf of the Foundation, and (iv) 32,500 held beneficially on behalf of family members.

Percentage: Approximately 15.2%

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CUSIP No. 65343C102

(b)1. Sole power to vote or direct vote: 10,200,327
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 10,200,327

4. Shared power to dispose or direct the disposition: 0

(c)The transactions in the Shares by the Reporting Persons during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
B.Mr. Rosenzweig
(a)As of the close of business on August 24, 2021, Mr. Rosenzweig beneficially owned 35,782 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 35,782
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 35,782

 

(c)The transactions in the Shares by the Reporting Persons during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
C.Messrs. Fearn and Gregory and Mses. Schoenfeld and Sharma
(a)As of the close of business on August 24, 2021, none of Messrs. Fearn and Gregory nor Mses. Schoenfeld and Sharma beneficially owned any Shares.

Percentage: 0%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0

 

(c)None of Messrs. Fearn and Gregory nor Mses. Schoenfeld and Sharma has entered into any transactions in the Shares during the past sixty days.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he, she or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he, she or it does not directly own.

 

(d)No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e)Not applicable.
13

CUSIP No. 65343C102

Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On August 19, 2021, the Nominees entered into the Joint Filing and Solicitation Agreement (the “JFSA”) in connection with the 2021 Annual Meeting, pursuant to which, among other things, (a) the Nominees agreed to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer, to the extent required by applicable law, (b) the Nominees agreed to provide Mr. Razin’s counsel, Olshan Frome Wolosky LLP (“Olshan”), advance written notice prior to effecting any purchase, sale, acquisition or disposition of any securities of the Issuer which he or she has, or would have, direct or indirect beneficial ownership, (c) the Nominees agreed not to undertake or effect any purchase, sale, acquisition or disposition of any securities of the Issuer without the prior written consent of Mr. Razin, (d) the Nominees agreed to take such action as they deem advisable and all other action necessary or advisable in connection with the 2021 Annual Meeting, and (e) Mr. Razin has the right to pre-approve all expenses incurred in connection with the group’s activities and agreed to pay directly such pre-approved expenses. The JFSA is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

Each of Messrs. Fearn and Gregory and Mses. Schoenfeld and Sharma has granted Mr. Razin power of attorney (the “POAs”) to execute certain SEC filings and other documents in connection with the solicitation of proxies from the Issuer’s shareholders at the 2021 Annual Meeting. A form of POA is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.Material to be Filed as Exhibits.
99.1Public Letter, dated August 19, 2021
99.2Joint Filing and Solicitation Agreement
99.3Form of Power of Attorney

 

14

CUSIP No. 65343C102

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 25, 2021

   
   
   
 

/s/ Sheldon Razin

 

Sheldon Razin

Individually and as attorney-in-fact for Kenneth H. Fearn, Jr., Ramon Gregory, Julie Schoenfeld and Ruby Sharma

 

 

  /s/ Lance E. Rosenzweig
  Lance E. Rosenzweig

 

15

CUSIP No. 65343C102

SCHEDULE A

 

Transactions in the Securities of the Issuer During the Past Sixty Days

 

Nature of Transaction

Amount of

Securities Purchased/ (Sold)

Price per Share ($) Date of
Purchase

 

Sheldon Razin

 

Acquisition of Common Stock1 14,706 13.9400 08/18/2021

 

 

1 Represents shares of Common Stock underlying Restricted Stock Awards granted to Mr. Razin in connection with his service on the Board, which vested on the 1-year anniversary of their date of grant.

 

Exhibit 99.1

 

Two NextGen Healthcare Directors Nominate Four Additional Candidates for Election to the Board at 2021 Annual Meeting

 

Founder and Director Sheldon Razin and Director Lance Rosenzweig Issue Open Letter to Fellow Shareholders Regarding the Need to Further Refresh and Reinvigorate the Board

Cite Serious Concerns Regarding Imperial Chairman Jeffrey Margolis, who has Presided Over Insular Corporate Governance and Years of Poor Performance

Well-Rounded Slate of Additional Candidates Possesses Capital Markets Acumen, Corporate Governance Know-How, Diverse Backgrounds, and Healthcare and Technology Experience

August 19, 2021 05:00 PM Eastern Daylight Time

 

IRVINE, Calif.--(BUSINESS WIRE)--Sheldon Razin, who collectively with the candidates he is nominating owns approximately 15.2% of the outstanding common shares of NextGen Healthcare, Inc. (Nasdaq: NXGN) (“NextGen Healthcare” or the “Company”), today announced the nomination of four additional highly-qualified and independent candidates for election to the Company’s Board of Directors (the “Board”) at the upcoming Annual Meeting of Shareholders (the “Annual Meeting”) on October 13, 2021. In addition, Mr. Razin and Lance Rosenzweig issued the below letter to their fellow shareholders.

***

Dear Fellow Shareholders,

As long-serving directors of NextGen Healthcare, we have always placed the highest priority on the Company’s growth and evolution. This is why we continue to serve on the Board and maintain meaningful shareholdings. Unfortunately, we feel that our ability to help deliver strong value for shareholders has been impeded in recent years due to Chairman Jeffrey Margolis and his allies establishing an imperial boardroom culture and effectively assuming control of the Board. Despite the Company’s dramatic underperformance during Mr. Margolis’ tenure, he has consistently dismissed divergent viewpoints and focused instead on tightening his grip over corporate decision-making.

 

 

We have spent the past several months trying to build bridges with our fellow directors, including Mr. Margolis and his allies, in order to help stabilize the business. Regrettably, it has become clear to us that most of the Board is unwilling to take the steps that we feel are needed to reverse NextGen Healthcare’s anemic growth, deteriorating margins, poor hiring and operational practices, and wasteful capital allocation policy. Moreover, we believe the formation of an Executive Leadership Committee was an insufficient substitute for identifying an interim or permanent Chief Executive Officer that is capable of pursuing enhanced value creation for all of the Company’s stakeholders. This appears to be a consequence of leadership’s poor succession planning, as our recommendations to properly plan for such an event were ignored. We have urged the Board to now prioritize the evaluation of external candidates and wait until after the Annual Meeting to allow a reconstituted Board to select the new Chief Executive Officer.

In light of these issues, we feel compelled to take the extraordinary step of nominating a slate of additional director candidates that possesses fresh perspectives and modern healthcare and technology experience. We believe the Company’s shareholders deserve a Board that is diverse, innovation-focused and open-minded. In our view, an adequately refreshed and reinvigorated Board is essential to ending years of stagnation and underperformance relative to peers.

In addition to the two of us, the Razin slate includes the following four individuals:

Kenneth H. Fearn

Mr. Fearn has deep capital markets acumen, significant strategic planning experience and strong knowledge of public company governance. We believe he has the right background for helping the Board establish an accretive capital allocation framework and once again embrace a growth-focused mindset.

·Founder and current Managing Partner of Integrated Capital LLC, a private equity real estate firm that has acquired more than $500 million in assets since inception.
·Former executive at McKinsey & Company, where he advised an array of Fortune 200 companies on business plans and profitability strategies.
·Former banker at JPMorgan Chase & Co. (NYSE: JPM), where he advised companies on an array of transactions.
·Currently serves on the Braemar Hotels & Resorts Inc. (NYSE: BHR) Board of Directors.
·Holds a Bachelor of Arts from the University of California, Berkeley and a Master of Business Administration from the Harvard University Graduate School of Business.

 

Ramon Gregory

Mr. Gregory has significant executive experience in the technology and healthcare sectors, as well as a strong background driving diversity, equity and inclusion (“DEI”) initiatives. We believe he has the right background for helping the Board oversee management’s customer engagement, sales and marketing efforts, and further integrating DEI policies into the corporate agenda.

 

 

·Current Senior Vice President of Customer Care at Samsung Electronics America, a provider of electronics, information systems and appliances.
·Former Senior Vice President of Customer Support Services at Cardinal Health, Inc. (NYSE: CAH), a healthcare services and products company.
·Former Senior Vice President of Global Call Center Operations at American International Group, Inc. (NYSE: AIG), a provider of insurance products for commercial, institutional and individual customers.
·Current Chairman Emeritus at the Columbus Urban League, a non-profit advocacy organization, and member of the Board of Directors of Leverage Network, an organization dedicated to promoting the advancement of African American executives on boards and in leadership roles in the healthcare industry.
·Holds a Bachelor of Arts from the University of Cincinnati.

Julie Schoenfeld

Ms. Schoenfeld has extensive executive and entrepreneurial experience, significant technology acumen and strong corporate governance experience. We believe she has an excellent background for helping management establish a growth plan that accounts for greater operational efficiency, more aligned executive compensation and sustained organic investment.

·Currently an Entrepreneur in Residence at the California Institute of Technology.
·Founder and former Chief Executive Officer of Strobe, Inc., which created a 3D LiDAR vision system for the self-driving car before being sold to General Motors (NYSE: GM) in 2017.
·Former Chief Executive Officer of Perfect Market, Inc., where she managed an innovative team of engineers, designers, and marketing and sales professionals to provide digital publishing software for premium publishers.
·Currently serves on the StarTek, Inc. (NYSE: SRT) Board of Directors.
·Holds a Bachelor of Science from Tufts University and a Master of Business Administration from the Harvard University Graduate School of Business.

 

Ruby Sharma

Ms. Sharma is a certified financial expert with a vast background advising public companies, including those in the healthcare and technology sectors, on audit, finance and innovation strategies. We believe she is well-suited to serve on the Audit Committee to help improve the Board’s balance sheet and corporate spending oversight.

·Currently Managing Partner of RNB Strategic Advisors, which advises companies on transactions, financial due diligence for management buyouts, initial public offerings, joint ventures and restructurings.

 

 

·Former EY Partner for more than a decade, who built and developed the firm’s governance services practice for boards of directors and c-level executives.
·Former executive at other top accounting and audit firms, including Grant Thornton GmbH in Europe.
·Holds a Bachelor of Arts from Delhi University and attended the Executive Program at Northwestern University’s Kellogg School of Management.

 

It is important to stress that we have no desire to obtain boardroom control or perpetually serve as directors. To the contrary, we simply want to start installing a new generation of highly-qualified Board members that can help the business thrive when we depart and well into the future. One of our primary goals has always been to leave the Company with a foundation for sustained success and long-term value creation. We have no confidence that a Margolis-led Board will be able to put the Company on the right path towards operational excellence with appropriate oversight and accountability.

You may be aware that the Company recently announced its own incremental, self-directed Board refreshment. This appears to be a reactionary and self-serving attempt on the part of certain incumbents to further concentrate their control. We suspect that this announcement was timed to preempt our call for sorely-needed change. Nonetheless, we hope shareholders objectively assess all of the candidates in the weeks to come and ultimately support the individuals best equipped to pursue enduring value.

In closing, we want to affirmatively state that we have no interest in engaging in a rancorous public election contest. We are consensus builders and entrepreneurs – not activist investors. We are already starting to work with our slate to prepare a facts-based evaluation of NextGen Healthcare’s current challenges and a thoughtful strategic plan for positioning the Company to achieve the results shareholders so desperately deserve. As we do this, both of us will remain ready and willing to directly engage with the Company about the substantive changes that are still needed in the boardroom.

Sincerely,

Sheldon Razin Lance Rosenzweig    


***

Certain Information Concerning the Participants

Sheldon Razin (“Mr. Razin”), together with the other participants named herein, intends to file a preliminary proxy statement and accompanying BLUE proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of his slate of highly-qualified director nominees at the 2021 Annual Meeting of Shareholders of NextGen Healthcare, Inc., a California corporation (the “Company”).

 

 

MR. RAZIN STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, MR. RAZIN WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO MR. RAZIN’s PROXY SOLICITOR.

The participants in the proxy solicitation are anticipated to be Sheldon Razin, Kenneth Fearn, Ramon Gregory, Lance Rosenzweig, Julie Schoenfeld and Ruby Sharma.

As of the date hereof, Mr. Razin beneficially owns 10,200,327 shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company, 100 shares of which are held of record by Mr. Razin. As of the date hereof, Mr. Rosenzweig beneficially owns 35,782 shares of Common Stock. As of the date hereof, none of Messrs. Fearn or Gregory or Mses. Schoenfeld or Sharma beneficially own any shares of Common Stock.

Contacts

Harkins Kovler
Jordan Kovler, 212-468-5384
jkovler@harkinskovler.com

MKA
Greg Marose / Charlotte Kiaie, 646-386-0091
gmarose@mkacomms.com / ckiaie@mkacomms.com

Exhibit 99.2

 

JOINT FILING AND SOLICITATION AGREEMENT

WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of NextGen Healthcare Inc., a California corporation (the “Company”);

WHEREAS, Sheldon Razin and Kenneth H. Fearn, Jr., Ramon Gregory, Lance Rosenzweig, Julie Schoenfeld and Ruby Sharma (collectively, the “Nominees”) wish to form a group for the purpose of seeking representation on the Board of Directors of the Company (the “Board”) at the 2021 annual meeting of shareholders of the Company (including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.

 

NOW, IT IS AGREED, this 19th day of August 2021 by the parties hereto:

1.       In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his, her or its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

2.       So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.

3.       So long as this agreement is in effect, each of the Nominees agrees to provide the Razin Group advance written notice prior to effecting any purchase, sale, acquisition or disposal of any securities of the Company which he or she has, or would have, direct or indirect beneficial ownership so that the Razin Group has an opportunity to review the potential implications of any such transaction in the securities of the Company and pre-clear any such potential transaction in the securities of the Company by any such Nominee. Each of the Nominees agrees that he or she shall not undertake or effect any purchase, sale, acquisition or disposal of any securities of the Company without the prior written consent of the Razin Group.

4.       Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents for the election of the persons nominated by the Group to the Board at the Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.

5.       The Razin Group shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agrees to pay directly all such pre-approved expenses.

6.       Each of the undersigned agrees that any filing with the Securities and Exchange Commission, press release or shareholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 4 shall be first approved by the Razin Group, or its representatives, which approval shall not be unreasonably withheld.

 

 

7.       The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he, she or it deems appropriate, in his, her or its sole discretion, respectively, provided that all such transactions are made in compliance with the terms of this agreement and all applicable securities laws.

8.       This agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

9.       In the event of any dispute arising out of the provisions of this agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

10.       Any party hereto may terminate his, her or its obligations under this agreement on 24 hours’ written notice to all other parties, with a copy by fax to Andrew M. Freedman at Olshan, Fax No. (212) 451-2222.

11.       Each party acknowledges that Olshan shall act as counsel for both the Group and the Razin Group and its affiliates relating to their investment in the Company.

12.       Each of the undersigned parties hereby agrees that this agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act. 

2

 

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed as of the day and year first above written.

 

/s/ Sheldon Razin

  Sheldon Razin

 

 

 

 

/s/ Kenneth H. Fearn, Jr.

  Kenneth H. Fearn, Jr.

 

 

 

 

/s/ Ramon Gregory

  Ramon Gregory

 

 

 

 

/s/ Lance Rosenzweig

  Lance Rosenzweig

 

 

 

 

/s/ Julie Schoenfeld

  Julie Schoenfeld

 

 

 

 

/s/ Ruby Sharma

  Ruby Sharma

 

Exhibit 99.3

 

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Sheldon Razin the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of NextGen Healthcare Inc., a California corporation (the “Company”), directly or indirectly beneficially owned by Sheldon Razin or any of his affiliates (collectively, the “Group”), and (ii) any proxy solicitation of the Group to elect the Group’s slate of director nominees to the board of directors of the Company at the 2021 annual meeting of shareholders of the Company (the “Solicitation”). Such action shall include, but not be limited to:

1.                  if applicable, executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

2.                  if applicable, executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

3.                  executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Group;

4.                  performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

5.                  taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this ___ day of August 2021.

   
   
   
 
  [NOMINEE]