Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On December 6, 2021, David Meredith, the registrant’s Chief Executive Officer and a member of the Board of Directors, informed the registrant that he intends to resign his positions with the registrant, effective January 30, 2022. On December 8, 2021, the registrant’s Board of Directors accepted Mr. Meredith’s resignation.
On December 8, 2021, the registrant entered into letter agreements with Patrick Brickley, the registrant’s Executive Vice President, Chief Financial Officer and Treasurer, and Vernon Irvin, the registrant’s Executive Vice President and Chief Revenue Officer, pursuant to which Messrs. Brickley and Irvin would become Interim Co-Chief Executive Officers of the registrant. There are no arrangements or understandings between either Mr. Brickley or Mr. Irvin and any other person pursuant to which either of them was selected as Interim Co-Chief Executive Officer. Neither Mr. Brickley nor Mr. Irvin have any family relationships with any of the registrant’s directors or executive officers, and neither of them have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
The letter agreement with Mr. Brickley provides that he will receive a stipend of $25,000 per month, in addition to his salary, for the duration of his service as Interim Co-Chief Executive Officer and for three months thereafter. On or about January 1, 2022, Mr. Brickley also will receive the following equity grants:
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$2,500,000 of Restricted Stock Units (RSUs) under the registrant’s 2016 Equity Incentive Plan, 75% of which will vest on January 31, 2023, and 25% of which will vest on July 31, 2023, subject to his continued service to the registrant (the “18-Month RSU Grant”); and
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$2,500,000 of RSUs under the registrant’s 2016 Equity Incentive Plan, 33% of which will vest on January 31, 2023, 33% of which will vest on January 31, 2024, and 34% of which will vest on January 31, 2025, subject to his continued service to the registrant.
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If Mr. Brickley’s employment with the registrant is terminated without “cause” (as defined in his employment agreement with the registrant dated February 4, 2019) prior to January 31, 2023, then Mr. Brickley’s 18-Month RSU Grant will vest in full.
The letter agreement with Mr. Irvin provides that he will receive a stipend of $25,000 per month, in addition to his salary, for the duration of his service as Interim Co-Chief Executive Officer and for three months thereafter. On or about January 1, 2022, Mr. Irvin also will receive the following equity grants:
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$2,500,000 of Restricted Stock Units (RSUs) under the registrant’s 2016 Equity Incentive Plan, 75% of which will vest on January 31, 2023, and 25% of which will vest on July 31, 2023, subject to his continued service to the registrant; and
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$2,500,000 of RSUs under the registrant’s 2016 Equity Incentive Plan, 33% of which will vest on January 31, 2023, 33% of which will vest on January 31, 2024, and 34% of which will vest on January 31, 2025, subject to his continued service to the registrant.
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The foregoing descriptions of the letter agreements with Messrs. Brickley and Irvin are not complete and are qualified in their entirety by reference to the full text of the letter agreements, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and is incorporated by reference herein. Information regarding the registrant’s other compensatory arrangements with each of Messrs. Brickley and Irvin, which remain unchanged except as set forth herein, as well as biographical information for each of Messrs. Brickley and Irvin, is contained in the registrant’s 2021 Proxy Statement filed with the Securities and Exchange Commission on April 7, 2021, and is incorporated herein by reference