Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
TheMaven,
Inc. (the “Company”) is in the process of becoming current with respect to its required periodic 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.
Amendment
of 2019 Equity Incentive Plan
On
February 18, 2021, the Company’s Board of Directors (the “Board”) approved the Second Amendment (the “Plan
Amendment”) to the Company’s 2019 Equity Incentive Plan (the “Plan”) to increase the number of shares
of its common stock, par value $0.01 per share (the “Common Stock”), available for issuance under the Plan from 85,000,000
shares to 185,000,000 shares. The foregoing description of the Plan Amendment is qualified in its entirety by reference to the
full text of the Plan Amendment, a copy of which is being filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Stock
Options
Also
on February 18, 2021, the Board approved grants of stock options (the “Stock Options”) to certain executive officers
of the Company under the Plan. In approving the grants, the Board determined that the maximum aggregate number of shares of Common
Stock underlying the Stock Options would not exceed 26,200,000 shares and the grants would be made on or before March 18, 2021.
The number of shares of Common Stock underlying each Stock Option granted to each executive officer is set forth in the table
below. Each of the Stock Options is designated as a non-qualified stock option and is subject to the terms and conditions of the
form of stock option agreement previously approved by the Board.
Name and Title
|
|
Number of Shares of Common Stock Underlying the Stock Options
|
Ross Levinsohn, Chief Executive Officer
|
|
4,390,244
|
Paul Edmondson, President, Platform
|
|
1,463,415
|
Robertson Barrett, President, Media
|
|
1,280,000
|
Avi Zimak, Chief Revenue & Strategy Officer
|
|
1,097,561
|
Andrew Kraft, Chief Operating Officer
|
|
1,097,561
|
Douglas Smith, Chief Financial Officer and Secretary
|
|
1,097,561
|
Jill Marchisotto, Chief Marketing Officer
|
|
731,707
|
The
Stock Options granted to each executive officer, with the exception of Mr. Levinsohn and Mr. Barrett, vest as follows: one-third
will vest on January 1, 2022 and 1/36th will vest monthly for the remainder of the officer’s continuous service
with the Company until they become fully vested. With respect to Mr. Barrett, one-third of his Stock Options will vest after one
year of continuous service, with the remainder vesting 1/36th monthly for the remainder of his continuous service with
the Company until they become fully vested.
With
respect to Mr. Levinsohn, one-half of the Stock Options granted to him will vest as follows: one-third will immediately vest upon
the grant, one-third will vest on August 26, 2021, and one-third will vest on August 26, 2022, so long as Mr. Levinsohn continues
to be employed by the Company on each of those dates. The remaining half of the Stock Options granted to Mr. Levinsohn will vest
upon certain performance conditions, including achievement of certain Company stock price targets.
Restricted
Stock Units
On
February 18, 2021, the Board also approved the issuance of restricted stock units (the “RSUs”) to certain executive
officers of the Company under the Plan. The number of RSUs granted to each executive officer is set forth in the table below.
Each of the RSUs is subject to the terms and conditions of the form of restricted stock units award previously approved by the
Board.
Name
and Title
|
|
Number
of RSUs
|
Ross
Levinsohn, Chief Executive Officer
|
|
10,243,902
|
Paul
Edmondson, President, Platform
|
|
3,414,634
|
Robertson
Barrett, President, Media
|
|
3,000,000
|
Avi
Zimak, Chief Revenue & Strategy Officer
|
|
2,560,976
|
Andrew
Kraft, Chief Operating Officer
|
|
2,560,976
|
Douglas
Smith, Chief Financial Officer and Secretary
|
|
2,560,976
|
Jill
Marchisotto, Chief Marketing Officer
|
|
1,707,317
|
The
RSUs granted to each executive officer, with the exception of Mr. Levinsohn and Mr. Barrett, vest as follows: one-third will vest
on January 1, 2022 and 1/36th will vest monthly for the remainder of the officer’s continuous service with the
Company until they become fully vested. With respect to Mr. Barrett, one-third of his RSUs will vest after one year of continuous
service, with the remainder vesting 1/36th monthly for the remainder of his continuous service with the Company until
they become fully vested.
With
respect to Mr. Levinsohn, one-half of the RSUs granted to him will vest as follows: (1) one-third will vest on the earlier of
(i) 45 days following the date the Company’s Common Stock is listed on a national securities exchange, (ii) the date on
which Mr. Levinsohn’s continuous service with the Company is terminated, or (iii) August 26, 2021, so long as Mr. Levinsohn
is continuously employed by the Company; (2) one-third will vest on August 26, 2021, so long as Mr. Levinsohn is continuously
employed by the Company; and (3) one-third will vest on August 26, 2022, so long as Mr. Levinsohn is continuously employed by
the Company. The remaining half of the RSUs granted to Mr. Levinsohn will vest upon certain performance conditions, including
achievement of certain Company stock price targets.