Item
8.01 Other Events.
The
Company is in the process of becoming current with respect to its required filings with the Securities and Exchange Commission
and has not determined who its named executive officers would be for the most recently completed fiscal year. As a result, the
Company is disclosing material changes to compensation arrangements for certain of its executive officers.
On
February 16, 2021, the Company entered into an executive employment agreement (the “Barrett Employment Agreement”)
with Robertson Barrett. On February 18, 2021, the Board approved of the appointment of Mr. Barrett as the President of Media.
Pursuant to the Barrett Employment Agreement, Mr. Barrett will serve as the Company’s President of Media, effective February
16, 2021, continuing indefinitely until the Barrett Employment Agreement is terminated in accordance with its terms. The Barrett
Employment Agreement provides that Mr. Barrett will be paid an annual base salary of $400,000, subject to annual review by the
Board and an annual increase of at least 5%. Mr. Barrett is also eligible to earn an annual bonus in accordance with the Executive
Bonus Plan, with a Target Bonus Amount (as defined in the Executive Bonus Plan) equal to 100% of his annual salary as of the last
day of the applicable year. He is also eligible to earn an additional performance bonus (the “Super Bonus”) equal
to 30% of his base salary should the Company achieve 130% or more of its Target EBITDA (as defined in the Bonus Plan). He may
also participate in the Company’s 2019 Plan and will receive 3,000,000 restrictive stock units and 1,280,000 options to
purchase common stock of the Company. He is also entitled to the same employment benefits available to the Company’s employees,
as well as to the reimbursement of business expenses during his term of employment. The Barrett Employment Agreement provides
for various termination events under which Mr. Barrett would be entitled to one year’s severance equal to his annual salary,
Super Bonus, and other bonus amounts based on achievement of applicable thresholds. Mr. Barrett is also subject to restrictive
covenants on solicitation of employees, solicitation of customers, use of trade secrets, and competition with the Company for
a period of up to one year after termination of the Barrett Employment Agreement.
Before
joining us, Mr. Barrett served as the President, Digital of Hearst Newspapers from January 2016 to February 2021. From February
of 2014 to December of 2015, Mr. Barrett served as the Vice President of Media Strategy and Operations at Yahoo, Inc., and from
May 2011 through January of 2014 as Vice President of Yahoo News and Yahoo Finance. Mr. Barrett served as Chief Strategy Officer
of Perfect Market, Inc., an IdeaLab company, from January 2010 through May 2011. He served in general management positions at
Tribune Company from 2005 to 2009, including Senior Vice President and General Manager, Digital, for The Los Angeles Times from
January 2005 through May 2008 and Executive Vice President, Tribune Interactive, from May 2008 through December 2009. Mr. Barrett
had earlier digital management roles as Vice President and General Manager of Primedia Inc.’s ChannelOne.com from 1998 to
1999, as Vice President and General Manager of The FeedRoom, Inc., a broadband video venture backed by NBC and Tribune, from 1999
to 2001, and as a co-founder of Time.com, as Deputy Editor, in 1994 and 1995 and of ABCNews.com, as Managing Producer from 1996
to 1998. Mr. Barrett received a Bachelor of Arts in Ancient Greek from Duke University in 1988 and a Masters of Public Policy
from Harvard University’s John F. Kennedy School of Government in 1994.
The
Board approved and entered into executive employment agreements with individual executive officers, each effective January 1,
2021, including: Jill Marchisotto (the “Marchisotto Agreement”); Paul Edmondson (the “Edmondson Agreement”);
Andrew Kraft (the “Kraft Agreement”); and Avi Zimak (the “Zimak Agreement”).
Pursuant
to the terms of the Marchisotto Agreement, which was entered into on February 17, 2021, Ms. Marchisotto will continue to serve
as the Company’s Chief Marketing Officer indefinitely until the Marchisotto Agreement is terminated in accordance with its
terms. The Marchisotto Agreement provides that Ms. Marchisotto will be paid an annual base salary of $325,000, subject to annual
review by the Board and an annual increase of at least 5%. Ms. Marchisotto is also eligible to earn an annual bonus in accordance
with the Executive Bonus Plan, with a Target Bonus Amount equal to 50% of her annual salary as of the last day of the applicable
year. She is also eligible to participate in the 2019 Plan and is entitled to the same employment benefits available to the Company’s
employees, as well as to the reimbursement of business expenses during her term of employment. The Marchisotto Agreement provides
for various termination events under which Ms. Marchisotto would be entitled to one year’s severance equal to her annual
salary and bonus amounts based on achievement of 100% of her personal goals. Ms. Marchisotto is also subject to restrictive covenants
on solicitation of employees, solicitation of customers, use of trade secrets, and competition with the Company for a period of
up to one year after termination of the Marchisotto Agreement.
Pursuant
to the terms of the Edmondson Agreement, which was entered into on February 17, 2021, Mr. Edmondson will serve as the Company’s
President of Platform until the Edmondson Agreement is terminated in accordance with its provisions. Mr. Edmondson will be paid
an annual base salary of $400,000, subject to annual review by the Board and an annual increase of at least 5%. Mr. Edmondson
is also eligible to earn an annual bonus in accordance with the Maven Executive Bonus Plan, with a Target Bonus Amount (as defined
in the Executive Bonus Plan) equal to 75% of his annual salary as of the last day of the applicable year. He is also eligible
to participate in the 2019 Plan and is entitled to the same employment benefits available to the employees, as well as to the
reimbursement of business expenses during his term of employment. The Edmondson Employment Agreement provides for various termination
events under which Mr. Edmondson would be entitled to one year’s severance equal to his annual salary and bonus amounts
based on achievement of 100% of his personal goals. Mr. Edmondson is also subject to restrictive covenants on solicitation of
employees, solicitation of customers, use of trade secrets, and competition with the Company for a period of up to one year after
termination of the Edmondson Employment Agreement.
The
Kraft Agreement, which was entered into on February 22, 2021, amends and restates the Executive Employment Agreement, dated as
of October 1, 2020, entered into by the Company and Mr. Kraft. Pursuant to the terms of the Kraft Agreement, Mr. Kraft will serve
as the Company’s Chief Operating Officer indefinitely until the Kraft Agreement is terminated in accordance with its terms.
The Kraft Agreement provides that Mr. Kraft will be paid an annual base salary of $380,000, subject to annual review by the Board.
Mr. Kraft is also eligible to earn an annual bonus equal to $220,000 based on attainment of certain performance metrics. He is
also eligible to participate in the 2019 Plan and is entitled to the same employment benefits available to the employees, as well
as to the reimbursement of business expenses during his term of employment. The Kraft Agreement provides for various termination
events under which Mr. Kraft would be entitled to one year’s severance equal to his annual salary and bonus amounts based
on achievement of 100% of his personal goals. Mr. Kraft is also subject to restrictive covenants on solicitation of employees,
solicitation of customers, use of trade secrets, and competition with the Company for a period of up to one year after termination
of the Kraft Agreement.
The
Zimak Agreement, which was entered into on February 22, 2021, amends and restates the Amended and Restated Executive Employment
Agreement, dated as of June 14, 2020, entered into by the Company and Mr. Zimak. Pursuant to the terms of the Zimak Agreement,
Mr. Zimak will serve as the Company’s Chief Revenue Officer for a two year period beginning on January 1, 2021, subject
to automatic renewal for one year terms, or until the Zimak Agreement is terminated in accordance with its terms. The Zimak Agreement
provides that Mr. Zimak will be paid an annual base salary of $450,000, subject to annual review by the Board. Mr. Zimak is also
eligible to earn an annual bonus based on a target bonus amount of $450,000 with respect to calendar years 2021 and beyond, subject
to certain performance conditions. Mr. Zimak received a one-time signing bonus in the amount of $250,000, which must be repaid
to the Company in the event Mr. Zimak is terminated for cause or resigns other than for good reason. He is also eligible to participate
in the 2019 Plan and is entitled to the same employment benefits available to the employees, as well as to the reimbursement of
business expenses during his term of employment. The Zimak Agreement provides for various termination events under which Mr. Zimak
would be entitled to salary continuation for up to one year. Mr. Zimak is also subject to restrictive covenants on solicitation
of employees, solicitation of customers, use of trade secrets, and competition with the Company for a period of up to one year
after termination of the Zimak Agreement.
The
above descriptions of the Barrett Agreement, the Edmondson Agreement, the Marchisotto Agreement, the Kraft Agreement, and the
Zimak Agreement do not purport to be complete and are qualified in their entirety by the full texts of such Barrett Agreement,
Edmondson Agreement, Marchisotto Agreement, Kraft Agreement, and Zimak Agreement, which are filed as Exhibits 10.3, 10.4, 10.5,
10.6, and 10.7, respectively.