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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 16, 2023
Direct Digital Holdings, Inc.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-41261 |
|
87-2306185 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
1177 West Loop South, Suite 1310
Houston, Texas |
|
77027 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (832) 402-1051
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
Class A common stock, par value $0.001 per share |
|
DRCT |
|
The Nasdaq Stock Market LLC |
Warrants to purchase Class A common stock |
|
DRCTW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (the “Exchange Act”) (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
On October 16, 2023, Direct Digital Holdings, Inc.
(the “Company”), appointed Diana Diaz, who had been serving as the Company’s interim Chief Financial Officer,
as permanent Chief Financial Officer. Additionally, acting through its operating subsidiary Direct Digital Holding, LLC, the Company entered
into an Executive Employment Agreement with Diana Diaz (the “Employment Agreement”), with an effective date as of October
16, 2023 and which governs Ms. Diaz’s employment as Chief Financial Officer of the Company. Pursuant to the Employment Agreement,
Ms. Diaz will serve as an at-will employee, receive an annual base salary of $350,000 and be eligible to receive a discretionary annual
bonus and long-term incentive awards. She will also be eligible to receive certain expense reimbursements and be eligible to participate
in the Company’s benefit plans generally. In addition, the employment agreement includes customary non-competition, non-solicitation,
non-raiding, non-disparagement, confidentiality, and intellectual property covenants. Ms. Diaz will also be entitled to certain severance
and change in control benefits, pursuant to the Employment Agreement. The Employment Agreement has an indefinite term and each of Ms.
Diaz and the Company may terminate the Employment Agreement upon the giving of written notice. The information set forth in Item 5.02
of the Company’s Current Report on Form 8-K filed June 6, 2023 with respect to Ms. Diaz is incorporated by reference herein.
The foregoing description of the Employment Agreement
is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit
10.1 and is incorporated by reference herein.
On October 18, 2023, the Company issued a press release announcing
the appointment of Ms. Diaz as permanent Chief Financial Officer, a copy of which is attached here as Exhibit 99.1.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
October 17, 2023
(Date) |
Direct Digital Holdings, Inc.
(Registrant) |
|
|
|
/s/ Mark Walker |
|
Mark Walker
Chief Executive Officer |
Exhibit 10.1
Executive
Employment Agreement
This EXECUTIVE
EMPLOYMENT AGREEMENT (“Agreement”) is made by and between Direct Digital Holdings, LLC, a Texas limited liability
company (together with its successors and assigns, the “Company”), and Diana Diaz (“Executive”)
to be effective as of October 16, 2023 (the “Effective Date”).
RECITALS
WHEREAS,
the Company desires to hire and employ Executive pursuant to the terms in this Agreement, and Executive desires to be hired and employed
by the Company pursuant to the terms in this Agreement.
NOW, THEREFORE,
in consideration of the foregoing recitals, the mutual covenants and conditions herein, and other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows:
AGREEMENT
| (a) | The Company hereby agrees to employ Executive, and Executive hereby accepts employment by the Company, on the terms and conditions
hereinafter set forth. Executive’s term of employment by the Company under this Agreement (the “Term”) shall
commence on the Effective Date, subject to the conditions in this section, and end on the date on which the term of employment is terminated
in accordance with Section 5. Executive’s employment with the Company shall be on an employment “at-will”
basis. |
| (b) | Executive’s employment with the Company is conditioned on (i) Executive’s timely completion of required work authorization
paperwork (Form I-9) and timely presentation of documents to establish Executive’s identity and authorization to work in the
United States, and (ii) Executive completing to the Company’s satisfaction a criminal background check and execution of required
paperwork related to such screening. |
| (a) | Duties. During the Term, the Company shall employ Executive
as its Chief Financial Officer. Executive shall report directly to the Company’s Chief Executive Officer, subject to the specific
direction of the Company’s manager, Direct Digital Holdings, Inc. and its Board of Directors (the “Board”).
Executive shall have such duties, powers, and authority as are commensurate with Executive’s position and such other duties and
responsibilities that are commensurate with Executive’s position as specifically delegated to Executive from time to time by the
Company’s Chief Executive Officer or the Board. Executive shall have a primary office location as designated by the Company or the
Board from time to time and agrees to travel as is reasonably necessary for business. To the extent requested by the Board, Executive
shall serve during the Term as an officer and/or director for the Company or any of its affiliates without further compensation. |
| (b) | Efforts. Executive agrees to devote Executive’s reasonable
best efforts, energies, and skill to the discharge of the duties and responsibilities attributable to Executive’s position and,
except as set forth herein, agrees to devote all of Executive’s professional time and attention to the business and affairs of the
Company and its affiliates. Executive shall be entitled to engage in service on the board of directors of two (2) organizations (whether
not-for-profit or for profit), to the extent such service does not interfere with the performance of Executive’s duties and responsibilities
to the Company, does not violate any Company policies related to conflict of interests, and does not violate Section 8 (Non-Competition)
of this Agreement, as determined by the Company in its sole reasonable discretion. Executive shall be subject to the Bylaws, policies,
practices, procedures and rules of the Company, including those policies and procedures set forth in the Company’s Code of
Conduct and Ethics. Executive’s violation of the terms of such documents shall be considered a breach of the terms of this Agreement. |
| (a) | Base Salary. During the Term, the Company shall pay to Executive
an annual salary (“Base Salary”), with an initial Base Salary of $350,000 on an annualized basis. The Compensation
Committee of the Board (the “Committee”) may increase or decrease the Base Salary, in its sole discretion, taking into
account Company and individual performance objectives. |
| (b) | Annual Cash Bonus. During the Term, Executive shall be eligible
to receive annual cash bonuses, on terms and conditions as determined by the Committee in its sole discretion taking into account Company
and individual performance objectives. Executive must be employed by the Company on a bonus payment date to earn that bonus or any part
thereof. |
| (c) | Long-Term Incentive Award. During the Term, Executive shall
be eligible to participate in the Company’s long-term incentive plan, which is currently the Direct Digital Holdings, LLC 2022 Omnibus
Incentive Plan adopted by the Board as of January 17, 2022 (as may be amended from time to time and including any subsequent or replacement
long term incentive plan, the “Omnibus Incentive Plan”), subject to the terms and conditions set forth in the plan
document as amended from time to time and the corresponding award agreements, as determined by the Committee in its sole discretion taking
into account Company and individual performance objectives. |
| (a) | Benefits. Executive shall be entitled to participate in such
health, group insurance, welfare, pension, and other employee benefit plans, programs, and arrangements as are made generally available
from time to time to other employees of the Company, subject to Executive’s satisfaction of all applicable eligibility conditions
of such plans, programs, and arrangements. Nothing herein shall be construed to limit the Company’s ability to amend or terminate
any employee benefit plan or program in its sole discretion. |
| (b) | Perquisites. During the Term, Executive shall be entitled to
participate in all fringe benefits and perquisites made available to other employees of the Company, subject to Executive’s satisfaction
of all applicable eligibility conditions to receive such fringe benefits and perquisites. In addition, Executive shall be eligible for
paid time off (“PTO”) in accordance with the Company’s vacation and PTO policy, inclusive of vacation days and
sick days and excluding standard paid Company holidays, in the same manner as PTO days for employees of the Company generally accrue. |
| (c) | Expenses. The Company shall reimburse Executive for all reasonable
business and travel expenses incurred in the performance of Executive’s job duties, promptly upon presentation of appropriate supporting
documentation and otherwise in accordance with and subject to the expense reimbursement policy of the Company. |
| (a) | General. The Company may terminate Executive’s employment
for any reason or no reason, and Executive may terminate Executive’s employment for any reason or no reason, in either case subject
only to the terms of this Agreement; provided, however, that Executive is required to provide to the Company at least sixty days’
written notice of intent to terminate employment for any reason unless the Company specifies an earlier date of termination. For purposes
of this Agreement, the following terms have the following meanings: |
| (i) | “Accrued Benefits” shall mean: (i) accrued but unpaid Base Salary through the Termination Date, payable within
thirty days following the Termination Date; (ii) reimbursement for any unreimbursed and reasonable business expenses incurred through
the Termination Date consistent with the expense reimbursement policy of the Company, payable within thirty days following the Termination
Date; (iii) accrued but unused PTO days but only if payment for accrued but unused PTO days is required by applicable law; and (iv) all
other payments, benefits, or fringe benefits to which Executive shall be entitled as of the Termination Date under the terms of any applicable
compensation arrangement or benefit, equity, or fringe benefit plan or program or grant. |
| (ii) | “Cause” shall mean the Board’s or the Company’s good-faith determination that: (i) Executive has
ceased to perform Executives duties for the Company, which failure amounts to an intentional and extended neglect of Executive’s
duties, provided that no such failure shall constitute Cause unless the Executive has been given notice of such failure (if cure is reasonably
possible) and has not cured such act or omission within 15 days following receipt of such notice, (ii) Executive has engaged or is
about to engage in conduct materially injurious (financially, reputationally, or otherwise) to the Company or any affiliate, (iii) Executive
has been indicted, convicted of, or plead guilty or no contest to, a felony or any crime involving as a material element fraud or dishonesty,
(iv) Executive has failed to follow the lawful instructions of the Board or Executive’s direct superiors, which failure amounts
to an intentional and extended neglect of Executive’s duties; or (v) Executive has materially breached a provision in this
Agreement. In the event of a Cause determination by the Board or the Company, the Company or the Company shall provide written notice
to Executive identifying such Cause. |
| (iii) | “Good Reason” shall mean a material breach by the Company of its obligations under this Agreement, upon which Executive
notifies the Board in writing of such material breach within thirty days of such occurrence and such material breach shall have not been
cured within thirty days after the Board’s receipt of written notice thereof from Executive. |
| (iv) | “Termination Date” shall mean the date on which Executive’s employment hereunder terminates in accordance
with this Agreement. |
| (b) | Severance Pay Prior to a Change in Control. In the event that
Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Good Reason, in either case prior
to a Change in Control (as defined in the Omnibus Incentive Plan), Executive shall be entitled to receive the Accrued Benefits. In addition,
commencing on the first payroll date following the date that is sixty days following the Termination Date, the Company shall continue
to pay Executive Executive’s Base Salary, in accordance with customary payroll practices and subject to applicable withholding and
payroll taxes (the “Severance Payments”), for a period of twelve months; provided, however, that the Severance Payments
shall be conditioned upon the execution, non-revocation, and delivery of a general release of claims by Executive, in a form reasonably
satisfactory to the Company, within sixty days following the Termination Date. In the event that Executive fails to timely execute and
deliver such a release, the Company shall have no obligation to pay Severance Payments under this Agreement. |
| (c) | Severance Pay Following a Change in Control. In the event that
Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Good Reason, in either case upon
or following a Change in Control (as defined in the Omnibus Incentive Plan), Executive shall be entitled to receive the Accrued Benefits.
In addition, (i) commencing on the first payroll date following the date that is sixty days following the Termination Date, the Company
shall continue to pay Executive Executive’s Base Salary, in accordance with customary payroll practices and subject to applicable
withholding and payroll taxes, for a period of twenty-four months, and (ii) on the first payroll date following the date that is
sixty days following the Termination Date, the Company shall pay Executive an annual bonus for the year in which such separation occurs
equal to Executive’s target bonus opportunity for such year, subject to applicable withholding and payroll taxes (collectively,
the “Severance Payments”); provided, however, that the Severance Payments shall be conditioned upon the execution,
non-revocation, and delivery of a general release of claims by Executive, in a form reasonably satisfactory to the Company, within sixty
days following the Termination Date. In the event that Executive fails to timely execute and deliver such a release, the Company shall
have no obligation to pay Severance Payments under this Agreement. |
| (d) | All Other Terminations. In the event that Executive’s
employment hereunder is terminated by the Company for Cause, by Executive without Good Reason, or due to Executive’s death or disability,
Executive shall be entitled to receive the Accrued Benefits. |
| (e) | Return of Company Property. Upon termination of Executive’s
employment for any reason or under any circumstances, Executive shall promptly return any and all of the property of the Company and any
affiliates (including, without limitation, all computers, keys, credit cards, identification tags, documents, data, confidential information,
work product, and other proprietary materials), and other materials. |
| (f) | Post-Termination Cooperation. Executive agrees and covenants
that, following the Term, Executive shall, to the extent requested by the Company, cooperate in good faith with the Company to assist
the Company in the pursuit or defense of (except if Executive is adverse with respect to) any claim, administrative charge, or cause of
action by or against the Company as to which Executive, by virtue of Executive’s employment with the Company or any other position
that Executive holds that is affiliated with or was held at the request of the Company, has relevant knowledge or information, including
by acting as the Company’s representative in any such proceeding and, without the necessity of a subpoena, providing truthful testimony
in any jurisdiction or forum. The Company shall reimburse Executive for Executive’s reasonable out-of-pocket expenses incurred in
compliance with this Section. |
| (a) | The Company shall withhold all applicable federal, state, and local taxes, social security and workers’ compensation contributions
and other amounts as may be required by law with respect to compensation payable to Executive pursuant to this Agreement. |
| (b) | Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment of the
benefits set forth herein shall either be exempt from, or in the alternative, comply with, the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”), and the published guidance thereunder (“Section 409A”).
A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment
of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation”
under Section 409A unless such termination is also a “separation from service” within the meaning of Section 409A
and, for purposes of any such provision of this Agreement, references to a “termination,” “Termination Date,”
or like terms shall mean “separation from service.” Notwithstanding any provision of this Agreement to the contrary, if Executive
is a “specified employee” within the meaning of Section 409A, any payments or arrangements due upon a termination of
Executive’s employment under any arrangement that constitutes a “nonqualified deferral of compensation” within the meaning
of Section 409A and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without
limitation, the short-term deferral exemption or the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall
be delayed and paid or provided on the earlier of (a) the date which is six months after Executive’s “separation from
service” for any reason other than death, or (b) the date of Executive’s death. This Agreement may be amended without
requiring Executive’s consent to the extent necessary (including retroactively) by the Company in order to preserve compliance with
Section 409A. The preceding shall not be construed as a guarantee of any particular tax effect for Executive’s compensation
and benefits and the Company does not guarantee that any compensation or benefits provided under this Agreement will satisfy the provisions
of Section 409A. |
| (c) | After any Termination Date, Executive shall have no duties or responsibilities that are inconsistent with having a “separation
from service” within the meaning of Section 409A as of the Termination Date and, notwithstanding anything in the Agreement
to the contrary, distributions upon termination of employment of nonqualified deferred compensation may only be made upon a “separation
from service” as determined under Section 409A and such date shall be the Termination Date for purposes of this Agreement.
Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A. In no event may
Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement which constitutes a “nonqualified
deferral of compensation” within the meaning of Section 409A and to the extent an amount is payable within a time period, the
time during which such amount is paid shall be in the discretion of the Company. |
| (d) | All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements
of Section 409A. To the extent that any reimbursements are taxable to Executive, such reimbursements shall be paid to Executive on
or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred. Reimbursements
shall not be subject to liquidation or exchange for another benefit and the amount of such reimbursements that Executive receives in one
taxable year shall not affect the amount of such reimbursements that Executive receives in any other taxable year. |
| (e) | If any payment, benefit, or distribution of any type to or for the benefit of Executive, whether paid or payable, provided or to be
provided, or distributed or distributable pursuant to the terms of this Agreement or otherwise (collectively, the “Parachute
Payments”) would (as determined by the Company) subject Executive to the excise tax imposed under Section 4999 of the Code
(the “Excise Tax”), the Parachute Payments shall be reduced so that the maximum amount of the Parachute Payments (after
reduction) shall be one dollar less than the amount which would cause the Parachute Payments to be subject to the Excise Tax; provided
that the Parachute Payments shall only be reduced to the extent the after-tax value of amounts received by Executive after application
of the above reduction would exceed the after-tax value of the amounts received without application of such reduction. For this purpose,
the after-tax value of an amount shall be determined taking into account all federal, state, and local income, employment and excise taxes
applicable to such amount. The Company shall reduce or eliminate the Parachute Payments by first reducing or eliminating any cash Parachute
Payments that do not constitute deferred compensation within the meaning of Section 409A, then by reducing or eliminating any other
Parachute Payments that do not constitute deferred compensation within the meaning of Section 409A, then by reducing or eliminating
all other Parachute Payments that do constitute deferred compensation within the meaning of Section 409A, beginning with those payments
last to be paid, subject to and in accordance with all applicable requirements of Section 409A |
| 7. | Clawback. The compensation awarded to the Executive under this Agreement or any program referenced herein shall be subject,
including on a retroactive basis, to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated
by reference into this Agreement) to the extent required or permitted by applicable law (including, without limitation, Section 304
of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act), the rules and regulations
of any applicable securities exchange or inter-dealer quotation system on which the shares of Company or an affiliate’s stock may
be listed or quoted, or if so required pursuant to a written policy adopted by the Company. |
| 8. | Non-Compete, Non-Solicitation. |
| (a) | Non-Competition. Beginning on the date hereof and through the
date that is 12 months following the Termination Date (the “Restricted Period”), Executive shall not, and shall cause
Executive’s affiliates not to, directly or indirectly, through or in association with any third party, in any territory which the
Company or any of its subsidiaries operates as of the Termination Date: (i) market, sell, or provide any products or services which
are the same as or substantially similar to or otherwise competitive with the products and services sold or provided by the Company or
any of its subsidiaries as of the Termination Date; or (ii) own, acquire, or control any interest, financial or otherwise, in a third
party or business or manage, participate in, consult with, render services for or otherwise assist, any business, that in any case is
engaged in selling or providing any products or services which are the same as or substantially similar to or otherwise competitive with
the products and services sold or provided by the Company or any of its subsidiaries as of the Termination Date. However, it shall not
be a breach of this section to own one percent or less of the equity of a publicly traded company. |
| (b) | Non-Solicitation. During the Restricted Period, Executive shall not, and shall cause Executive’s affiliates not to, directly
or indirectly, through or in association with any third party: (i) call on, solicit, or service, engage or contract with, or take
any action which may interfere with, impair, subvert, disrupt, or negatively alter the relationship, contractual or otherwise, between
the Company or any of its subsidiaries and any customer, supplier, distributor, developer, service provider, licensor, or licensee or
other material business relation of the Company or any of its subsidiaries as of the Termination Date; (ii) divert or take away the
business or patronage (with respect to products or services of the kind or type developed, produced, marketed, furnished, or sold by the
Company or any of its subsidiaries as of the Termination Date) of any of the clients, customers, or accounts of the Company or any of
its subsidiaries as of the Termination Date; or (iii) attempt to do any of the foregoing, either for Executive’s own purposes
or for any other third party. |
| (c) | Non-Raiding. During the Restricted Period, Executive shall not, and shall cause Executive’s affiliates not to, directly
or indirectly, through or in association with any third party: (i) solicit, induce, recruit, or encourage any employees or independent
contractors of or consultants to the Company or any of its subsidiaries to terminate their relationship with the Company or any of its
subsidiaries or take away or hire such employees, independent contractors, or consultants; or (ii) attempt to do any of the foregoing,
either for Executive’s own purposes or for any other third party. |
| 9. | Confidential Information. |
| (a) | Executive acknowledges that: (i) the Confidential Information (as hereinafter defined) is a valuable, special, and unique asset
of the Company, the unauthorized disclosure or use of which could cause substantial injury and loss of profits and goodwill to the Company;
(ii) Executive is in a position of trust and subject to a duty of loyalty to the Company, and (iii) by reason of Executive’s
employment and service to the Company, Executive will have access to the Confidential Information. Executive, therefore, acknowledges
that it is in the Company’s legitimate business interest to restrict Executive’s disclosure or use of Confidential Information
for any purpose other than in connection with Executive’s performance of Executive’s duties for the Company, and to limit
any potential misappropriation of such Confidential Information by Executive. |
| (b) | Executive will not disclose or use at any time, either during the Term or thereafter, any Confidential Information of which Executive
is or becomes aware, whether or not such information is developed by Executive, except to the extent that such disclosure or use is directly
related to and required by Executive’s performance in good faith of duties assigned to Executive by the Company or has been expressly
authorized by the Board; provided, however, that this sentence shall not be deemed to prohibit Executive from complying with any subpoena,
order, judgment, or decree of a court or governmental or regulatory agency of competent jurisdiction (an “Order”);
provided, further, however, that (i) Executive agrees to provide the Company with prompt written notice of any such Order and to
assist the Company, at the Company’s expense, in asserting any legal challenges to or appeals of such Order that the Company in
its sole discretion pursues, and (ii) in complying with any such Order, Executive shall limit Executive’s disclosure only to
the Confidential Information that is expressly required to be disclosed by such Order. Executive will take all appropriate steps to safeguard
Confidential Information and to protect it against disclosure, misuse, espionage, loss, and theft. Executive shall deliver to the Company
at the Termination Date, or at any time the Company may request, all memoranda, notes, plans, records, reports, electronic information,
files and software, and other documents and data (and copies thereof) relating to the Confidential Information of the business of the
Company which Executive may then possess or have under Executive’s control. |
| (c) | As used in this Agreement, the term “Confidential Information” means information that is not generally known to
the public and that is used, developed, or obtained by the Company or any of its subsidiaries in connection with their business, including,
but not limited to, information, observations, and data obtained by Executive while employed by the Company or any predecessors thereof
(including those obtained prior to the date of this Agreement) concerning (i) the business or affairs of the Company or any of its
subsidiaries (or such predecessors), (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs,
(v) analyses, (vi) drawings, photographs and reports, (vii) computer software and hardware, including operating systems,
applications and program listings, (viii) flow charts, manuals and documentation, (ix) databases and data, (x) accounting
and business methods, (xi) inventions, devices, new developments, methods, and processes, whether patentable or unpatentable and
whether or not reduced to practice, (xii) customers and clients (and all information with respect to such persons) and customer or
client lists, (xiii) suppliers (and all information with respect to such persons) or supplier lists, (xiv) other copyrightable
works, (xv) all production methods, processes, technology, and trade secrets, and (xvi) all similar and related information
in whatever form. Confidential Information will not include any information that has been published in a form generally available to the
public prior to the date Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been
published merely because individual portions of the information have been separately published, but only if all material features comprising
such information have been published in combination. |
| (d) | For the avoidance of doubt, this provision in no way limits Executive’s obligations or the Company’s rights under state
or federal trade secrets statutes. Executive is advised and understands that the federal Defend Trade Secrets Act of 2016 provides that
an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade
secret that: (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly,
or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made
in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. |
| 10. | Intellectual Property. |
| (a) | Executive hereby assigns and agrees in the future to assign to the Company Executive’s full right, title and interest in all
Developments (as defined below), including all Intellectual Property Rights (as defined below) associated therewith or embodied thereby.
In addition, all copyrightable works that Executive has created or creates in the course of or related to Executive’s employment
with the Company shall be considered “work made for hire” and shall be owned exclusively by the Company. |
| (b) | “Developments” means any invention, formula, process, development, design, work of authorship, discovery, computer
program, innovation or improvement made, conceived or first reduced to practice by Executive, solely or jointly with others, during Executive’s
employment with the Company and that was developed using the equipment, supplies, facilities or trade secret information of the Company
or any of its subsidiaries or that relates at the time of conception or reduction to practice to: (a) the business of the Company
or any of its subsidiaries, or (b) any work performed by Executive for the Company or any of its subsidiaries. The term “Intellectual
Property Rights” means all patent rights, trademarks, copyrights, trade secret rights, and any other intellectual property or
industrial rights in all countries and territories worldwide. Executive acknowledges and agrees that any copyrightable works included
in the Developments shall be considered “works made for hire” under the Copyright Act (17 U.S.C. §§ 101 et seq.)
and that Company will be considered the author and owner of such copyrightable works. |
| (c) | To the extent that any copyrightable Development is not recognized as a “work made for hire” as a matter of law, Executive
hereby assigns to Company any and all copyrights in and to such Development. To the extent any of the right, title and interest in and
to any Development cannot be assigned by Executive to Company, Executive hereby grants to Company an exclusive, royalty-free, fully paid-up,
transferable, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to practice
such non-assignable rights, title and interest. Executive agrees to perform, during and after the Term, all acts deemed necessary or desirable
by Company to permit and assist Company, at Company’s expense, in obtaining and enforcing the full benefits, enjoyment, rights and
title throughout the world in the Developments assigned or licensed to Company under this Agreement. |
| 11. | Non-Disparagement. Executive agrees that, during the Term and
at any time thereafter, Executive will not make, or cause to be made, any statement, observation, or opinion, or communicate any information
(whether oral or written), to any person other than a member of the Board, that disparages the Company or is likely in any way to harm
the business or the reputation of the Company, or any of its former, present, or future managers, directors, officers, members, stockholders,
or employees. |
| 12. | Enforcement. Because Executive’s services are special,
unique, and extraordinary and because Executive has access to Confidential Information and Developments, the parties hereto agree that
money damages would be an inadequate remedy for any breach of this Agreement. Therefore, in the event of a breach or threatened breach
of this Agreement, the Company, or any of its successors or assigns may, in addition to other rights and remedies existing in their favor
at law or in equity, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order
to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security). |
| 13. | Breach. In addition to the foregoing, and not in any way in
limitation thereof, or in limitation of any right or remedy otherwise available to the Company, if Executive violates any provision of
this Agreement, any obligation of the Company to pay Severance Payments shall be terminated and of no further force or effect, and Executive
shall promptly repay to the Company any Severance Payments previously made to Executive, in each case, without limiting or affecting Executive’s
obligations under this Agreement the Company’s other rights and remedies available at law or equity. |
| 14. | Government Agencies. Notwithstanding any provision in this
Agreement to the contrary, nothing in this Agreement limits your right to file a charge with, to participate in a proceeding by, to give
testimony to, or to communicate with a court, legislative body, administrative agency, government agency or government official. In addition,
nothing in this Agreement limits your right to make truthful statements or disclosures about alleged unlawful discrimination, harassment
or retaliation. |
| 15. | Assurances by Executive. Executive represents and warrants
to the Company that Executive may enter into and fully perform all of Executive’s obligations under this Agreement and as an employee
of the Company without breaching, violating, or conflicting with (a) any judgment, order, writ, decree, or injunction of any court,
arbitrator, government agency, or other tribunal that applies to Executive or (b) any agreement, contract, obligation, or understanding
to which Executive is a party or may be bound. |
| 16. | Notices. Except as otherwise specifically provided herein,
any notice, consent, demand, or other communication to be given under or in connection with this Agreement shall be in writing and shall
be deemed duly given when delivered personally, when transmitted by facsimile transmission, one day after being deposited with Federal
Express or other nationally recognized overnight delivery service, or three days after being mailed by first class mail, charges or postage
prepaid, properly addressed, if to the Company, at its principal office, and, if to Executive, at Executive’s home or office address.
Either party may change such address from time to time by notice to the other. |
| 17. | Governing Law; Venue. This Agreement shall be governed by and
construed and interpreted in accordance with the laws of Texas, without giving effect to any choice of law rules or other conflicting
provision or rule that would cause the laws of any jurisdiction to be applied. Any litigation under this Agreement shall be brought
by either of the parties exclusively in the state or federal courts located in Texas. As such, the parties irrevocably consent to the
jurisdiction of and venue with the courts in Texas for all disputes related to this Agreement and irrevocably consent to service via nationally
recognized overnight carrier, without limiting other service methods allowed by applicable law. Each of the parties irrevocably waives
any right to a trial by jury in any action related to this Agreement. The parties acknowledge and agree that the Company is a Texas entity
and that the terms in this Section are material to this Agreement. |
| 18. | Amendments; Waivers. This Agreement may not be modified or
amended or terminated except by an instrument in writing, signed by Executive and a duly authorized representative of the Company (other
than Executive). By an instrument in writing similarly executed (and not by any other means), either party may waive compliance by the
other party with any provision of this Agreement that such other party was or is obligated to comply with or perform; provided, however,
that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise
and no delay in exercising any right, remedy, or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or
power provided herein or by law or in equity. To be effective, any written waiver must specifically refer to the condition(s) or
provision(s) of this Agreement being waived. |
| 19. | Assignment. This Agreement is personal to Executive and without
the prior written consent of the Company shall not be assignable by Executive. The obligations of Executive hereunder shall be binding
upon Executive’s heirs, administrators, executors, assigns, and other legal representatives. This Agreement shall be binding upon
and shall inure to the benefit of and be enforceable by the Company’s successors and assigns. |
| 20. | Voluntary Execution. Executive acknowledges that (a) Executive
has consulted with or has had the opportunity to consult with independent counsel of Executive’s own choosing concerning this Agreement
and has been advised to do so by the Company, and (b) Executive has read and understands this Agreement, is competent and of sound
mind to execute this Agreement, is fully aware of the legal effect of this Agreement, and has entered into it freely based on Executive’s
own judgment and without duress. |
| 21. | Construction. The language used in this Agreement shall be
deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied
against any party. |
| 22. | Survivorship. Except as otherwise set forth in this Agreement,
the respective rights and obligations of the parties shall survive any termination of Executive’s employment. |
| 23. | Severability. It is the desire and intent of the parties hereto
that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each
jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court
of competent jurisdiction or arbitrator to be invalid, prohibited, or unenforceable for any reason, such provision, as to such jurisdiction,
shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid,
prohibited, or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. |
| 24. | Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.
Signatures delivered by facsimile or PDF shall be effective for all purposes. |
| 25. | Entire Agreement; Prior Agreements. This Agreement contains
the entire agreement of the parties and supersedes all prior or contemporaneous negotiations, correspondence, understandings and agreements
between the parties, regarding the subject matter of this Agreement. Executive agrees that this agreement terminates any prior employment,
consulting, board services, or similar agreement with the Company, or any of its predecessors or affiliates. |
IN
WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Effective Date:
|
Executive: |
|
|
|
/s/ Diana P. Diaz |
|
Diana Diaz |
|
|
|
|
|
The Company: |
|
|
|
Direct Digital Holdings, LLC |
|
|
|
By: |
/s/ Mark Walker |
|
|
Mark Walker, CEO |
Exhibit 99.1
Direct Digital Holdings Appoints Diana Diaz as
Chief Financial Officer
Houston, October 18, 2023 /PRNewswire/ --
Direct Digital Holdings, Inc. (Nasdaq: DRCT) ("Direct Digital Holdings" or the “Company”), a leading advertising
and marketing technology platform operating through its companies Colossus Media, LLC (“Colossus SSP”), Huddled Masses LLC
(“Huddled Masses”) and Orange142, LLC (“Orange142”), today announced that the Company appointed Diana Diaz, who
had been serving as the Company’s interim Chief Financial Officer, as permanent Chief Financial Officer, effective October 16, 2023.
Ms. Diaz served as interim Chief Financial Officer
of Direct Digital Holdings beginning June 5, 2023. As permanent Chief Financial Officer, she will continue to lead the Company’s
finance, accounting and treasury organization and report directly to the Company’s Chief Executive Officer.
Mark D. Walker, Chairman and Chief Executive Officer,
commented, “We are grateful for the hard work and dedication Diana has provided our team over the past several months and greatly
excited to appoint her as our permanent Chief Financial Officer. She has been a trusted partner and an excellent leader of our finance
division. With the help of her leadership and financial acumen, we are now more confident than ever in our team’s ability to execute
our various strategies for growth in the coming months and years.”
Ms. Diaz joined the Company from Sharps Compliance
Corp. (previously Nasdaq listed (SMED)) until its acquisition), a leading national healthcare waste management provider to customers in
multiple healthcare-related markets, specializing in regulated waste streams including medical, pharmaceutical and hazardous, where she
served for a total of 13 years, including as Vice President and Chief Financial Officer from June 2010 to February 2022. Ms. Diaz’s
prior positions include Chief Financial Officer of University General Hospital in Houston, Texas from September 2006 to May 2009, Controller
at Memorial Hermann Healthcare System, Texas Medical Center from September 2002 to August 2006 and Controller of the wholesale group at
Reliant Energy from July 1998 to May 2002. Ms. Diaz received her BBA in Accounting from The University of Texas at Austin and her MBA
from Rice University’s Jesse H. Jones Graduate School of Management.
Ms. Diaz said of her appointment, “This
is a very exciting time to have joined Direct Digital Holdings. As Chief Financial Officer, I will continue to work closely with my fellow
executive team members to capitalize on the Company’s strategic position and current favorable market dynamics to continue our growth.
I am grateful for this appointment and look forward to continuing my work with this incredible team.”
Forward Looking
Statements
This press release may contain forward-looking
statements within the meaning of federal securities laws, including the Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and which are subject
to certain risks, trends and uncertainties.
As used below, “we,” “us,”
and “our” refer to the Company. We use words such as “could,” “would,” “may,” “might,”
“will,” “expect,” “likely,” “believe,” “continue,” “anticipate,”
“estimate,” “intend,” “plan,” “project” and other similar expressions to identify forward-looking
statements, but not all forward-looking statements include these words. All statements contained in this press release that do not relate
to matters of historical fact should be considered forward-looking statements.
All of our forward-looking statements involve
estimates and uncertainties that could cause actual results to differ materially from those expressed in or implied by the forward-looking
statements. Our forward-looking statements are based on assumptions that we have made in light of our industry experience and our perceptions
of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances.
Although we believe that these forward-looking statements are based on reasonable assumptions, many factors could affect our actual operating
and financial performance and cause our performance to differ materially from the performance expressed in or implied by the forward-looking
statements, including, but not limited to: our dependence on the overall demand for advertising, which could be influenced by economic
downturns; any slow-down or unanticipated development in the market for programmatic advertising campaigns; the effects of health epidemics;
operational and performance issues with our platform, whether real or perceived, including a failure to respond to technological changes
or to upgrade our technology systems; any significant inadvertent disclosure or breach of confidential and/or personal information we
hold, or of the security of our or our customers', suppliers' or other partners' computer systems; any unavailability or non-performance
of the non-proprietary technology, software, products and services that we use; unfavorable publicity and negative public perception about
our industry, particularly concerns regarding data privacy and security relating to our industry's technology and practices, and any perceived
failure to comply with laws and industry self-regulation; restrictions on the use of third-party "cookies," mobile device IDs
or other tracking technologies, which could diminish our platform's effectiveness; any inability to compete in our intensely competitive
market; any significant fluctuations caused by our high customer concentration; our limited operating history, which could result in our
past results not being indicative of future operating performance; any violation of legal and regulatory requirements or any misconduct
by our employees, subcontractors, agents or business partners; any strain on our resources, diversion of our management's attention or
impact on our ability to attract and retain qualified board members as a result of being a public company; our dependence, as a holding
company, on receiving distributions from Direct Digital Holdings, LLC to pay our taxes, expenses and dividends; and other factors and
assumptions discussed in the "Risk Factors," "Management's Discussion and Analysis of Financial Conditions and Results
of Operations" and other sections of our filings with the Securities and Exchange Commission that we make from time to time. Should
one or more of these risks or uncertainties materialize or should any of these assumptions prove to be incorrect, our actual operating
and financial performance may vary in material respects from the performance projected in these forward-looking statements. Further, any
forward-looking statement speaks only as of the date on which it is made, and except as required by law, we undertake no obligation to
update any forward-looking statement contained in this press release to reflect events or circumstances after the date on which it is
made or to reflect the occurrence of anticipated or unanticipated events or circumstances, and we claim the protection of the safe harbor
for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
About Direct Digital Holdings
Direct Digital Holdings (Nasdaq: DRCT),
owner of operating companies Colossus SSP, Huddled Masses, and Orange 142, brings state-of-the-art sell- and buy-side advertising
platforms together under one umbrella company. Direct Digital Holdings' sell-side platform, Colossus SSP, offers advertisers of all
sizes extensive reach within general market and multicultural media properties. The Company's subsidiaries Huddled Masses and
Orange142 deliver significant ROI for middle market advertisers by providing data-optimized programmatic solutions at scale for
businesses in sectors that range from energy to healthcare to travel to financial services. Direct Digital Holdings' sell- and
buy-side solutions manage on average over 136,000 clients monthly, generating approximately 250 billion impressions per month across
display, CTV, in-app and other media channels.
Contacts:
Investors:
Brett Milotte, ICR
Brett.Milotte@icrinc.com
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