Item 5.02: Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
eXp World Holdings, Inc. (the “Company”) announced
the appointment of Laurie A. Hawkes as an independent member of the Company’s Board of Directors, effective as of January
2, 2017. The Board increased its size from six to seven members and appointed Ms. Hawkes to fill the vacancy, pursuant to the Company’s
Bylaws. Following on the addition of independent directors Rick Miller and Randall Miles in July 2016, independent directors now
comprise a majority of the Company’s Board.
Laurie A. Hawkes
— Independent Director
Ms. Hawkes was appointed as an independent Board member effective
January 2, 2017. Ms. Hawkes has held leadership positions as an investment banker, private real estate equity investor and successful
entrepreneur. Beginning in 2008, she co-founded American Residential Properties, LLC, ARP Phoenix Fund I, and American Residential
Management, Inc., to invest in and manage single-family rental housing. Subsequently, in 2012, Ms. Hawkes co-founded American Residential
Properties, Inc., a REIT, and led the financing and operations from a start-up entity to a $2 billion enterprise. Ms. Hawkes
currently serves as President, Chief Operating Officer and a member of the Board of Directors of American Residential Properties,
Inc. Ms. Hawkes co-led the initial public offering of American Residential Properties, Inc., which listed on the New York Stock
Exchange in May 2013 and subsequently was merged with American Homes 4 Rent (NYSE: “AMH”) in March 2016.
From 1995 to 2007, Ms. Hawkes worked at U.S. Realty Advisors,
a $3 billion real estate private equity firm, becoming a Partner in 1997 and serving as President of the firm and Head of
Acquisitions from 2003 to 2007. In the fifteen years prior to joining U.S. Realty Advisors, Ms. Hawkes was a Wall Street investment
banker specializing in real estate and mortgage finance. From 1993 to 1995, Ms. Hawkes was a Managing Director in the Real
Estate Investment Banking Division at CS First Boston Corp., and, from 1979 to 1993, was a Director in the Real Estate Investment
and Mortgage Banking Departments at Salomon Brothers Inc. Throughout her career, Ms. Hawkes has structured and negotiated more
than $20 billion in corporate finance and real estate transactions including common stock offerings, convertible exchange notes,
corporate secured and unsecured credit facilities, and real estate acquisitions. She has securitized debt transactions for all
property types by utilizing numerous sources of financing, including private equity, capital markets, financial institutions and
direct institutional investors.
Ms. Hawkes has had public, private and nonprofit board experience,
including American Residential Properties, Inc., and the Board of Trustees for Bowdoin College where she served on the governing
boards for 22 years. She presently serves on the boards of Broadstone Net Lease and Broadtree Residential, both privately owned
REITs. In addition, she has been active for many years in leadership roles with Opportunity International, an international non-profit
organization which focuses in large part on micro-finance for women. Ms. Hawkes is a former principal of the NASD, former
member of the Urban Land Institute, and most recently, was the recipient of Housingwire’s Women of Influence for Top Women
Business Leaders in 2014 and 2015 honoring her work in the housing sector. Ms. Hawkes is an accomplished public speaker for
real estate and housing related conferences. She received a Bachelor of Arts from Bowdoin College and a Masters in Business
Administration from Cornell University.
Ms. Hawkes is amply is qualified to serve as a director
due to her extensive experience as an investment banker focusing on the real estate and mortgage industries, and her experience
as an executive at a private equity firm focusing on real estate investment acquisition and financing. Ms. Hawkes does not have
any current or prior relationship with the Company that would require disclosure under Item 404(a) of Regulation S-K.
In connection with Ms. Hawkes’ appointment as an independent
director, the Company has agreed to compensate her as follows:
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Cash of $75,000 per year;
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The award of stock options to purchase One Million (1,000,000) shares of the Corporation’s restricted common stock (the
“Shares”) at an exercise price equal to fair market value on the grant date, with the Shares vesting over a three year
period in equal monthly installments; and
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Reimbursement of expenses reasonably incurred in the performance of duties as a Board member.
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On January 5, 2017, the Company issued
a press release announcing the appointment of Ms. Hawkes to the Board. A copy of the press release is filed with this Form 8-K
as Exhibit 99.1.
Separately, Mr. Peter Nobel resigned
as Chief Operating Officer of eXp World Holdings, Inc. effective January 1, 2017. The Board of Directors accepted Mr. Nobel’s
resignation as Chief Operating Officer of the Company and thanked him for his dedicated service in that capacity. Mr. Nobel transitioned
to the role of Vice President of Engineering, effective as of January 1, 2017.