Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 1, 2022, the Board of Directors of Porch Group, Inc. (the “Company”) approved the appointment of Shawn Tabak as the Chief Financial Officer of the Company, with such appointment to be effective upon the start of his employment, which is expected to commence on November 9, 2022. Concurrently with Mr. Tabak’s appointment, Marty Heimbigner will step down from the position of Chief Financial Officer of the Company and will continue to serve the Company in a transition capacity, which is scheduled to continue through December 15, 2022 and subject to extension pursuant to that certain Second Amendment to Offer Letter Agreement, dated August 9, 2022. Mr. Tabak will serve as the Company’s principal financial officer and principal accounting officer.
Mr. Tabak, age 43, was most recently the CFO of Naked Wines, Plc, a leading direct-to-consumer wine business. Prior, Tabak served as VP of Finance at Upwork, Inc., VP of Investor Relations and Treasury at Shutterfly, LLC, and as CFO and Senior Vice President of Finance at Clean Power Finance, Inc. He began his career at KPMG LLP, where he earned his CPA and advised clients across the technology and internet sectors on mergers and acquisitions and other finance transactions. Mr. Tabak holds a bachelor’s degree in Economics from the University of California, Santa Barbara.
Mr. Tabak has no family relationship with any member of the Board of Directors or any executive officer of the Company and is not a party to any transactions listed in Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Tabak and any other persons pursuant to which he was appointed Chief Financial Officer of the Company. In addition, the transition of Mr. Heimbigner is not a result of any disagreement with the Company’s independent auditors or any member of management on any matter of accounting principles or practices, financial statement disclosure, or internal controls.
CFO Employment Agreement
On November 2, 2022, the Company entered into an employment agreement with Mr. Tabak (the “CFO Employment Agreement”). A summary of the material terms of the CFO Employment Agreement is set forth below, and is qualified in its entirety by reference to such agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Term: The CFO Employment Agreement is for an initial term of 36 months and provides for automatic renewals for successive 12-month terms absent written notice from the Company or Mr. Tabak 60 days prior to the expiration of the then-current term. Mr. Tabak is an at-will employee and either party may terminate Mr. Tabak’s employment and the agreement at any time, with or without cause.
Compensation: Mr. Tabak will receive an annual base salary of $390,000 and commencing in 2023, has an annual bonus target of 50% of base salary, subject to changes from time to time in the discretion of the Company’s Board of Directors or a committee thereof.
Severance; Equity Acceleration: Upon a termination of Mr. Tabak’s employment by the Company without cause (and other than by reason of death or disability), or his resignation for good reason (each, a “Non-Change in Control Termination”), subject to the execution and non-revocation of a general release and compliance with the restrictive covenants described below, Mr. Tabak will be entitled to (i) accrued obligations, (ii) one year of base salary and his target bonus, each paid on a pro rata basis over 12 months subsequent to the termination date (the “Severance Period”), subject to offset due to other employment, and (iii) during the Severance Period (but ceasing once equivalent employer-paid coverage is otherwise available to him), monthly payments necessary to cover the premiums for continued coverage for him and his dependents under the Company’s plans through COBRA.
Upon a Non-Change in Control Termination, (i) any outstanding performance-based equity awards will remain outstanding, which may be earned during the performance period and will vest in accordance with the specified vesting schedule (excluding any requirement for continued employment), (ii) any outstanding time-vesting equity awards that would have vested through the first anniversary of the termination date will vest on the termination date, and (iii) any vested options may be exercised for the lesser of 12 months and the expiration date. Upon termination due to death or disability, any vested options may be exercised for the lesser of 12 months and the expiration date.