Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
February 3, 2023, FOXO Technologies Inc. (the “Company”) announced that Taylor Fay has been promoted to Chief Operating Officer
of the Company, effective immediately.
Prior
to the promotion, Mr. Fay, age 38, served as the Company’s Vice President of Product
Operations since January 2022. From June 2018 until January 2022, Mr. Fay served as the Company’s Senior Product Manager
and Director of Product. Prior to joining the Company, Mr. Fay served as Product Manager at Explore Information Services from September
2016 to June 2018, where he managed a portfolio of insurance underwriting data products. In addition, Mr. Fay served as Product Owner
at Hubio/Identifix from June 2013 to July 2016. Mr. Fay holds a Bachelor’s Degree in Geography and a Master’s Degree
in Business Administration from the University of Minnesota.
The
Company’s predecessor, GWG Holdings, Inc., previously entered into an employment agreement with Mr. Fay, effective as of June
18, 2018. On October 17, 2019, by letter agreement, Mr. Fay’s employment agreement was amended to increase his salary to $130,500
per annum, and also to provide that Mr. Fay would be eligible to participate in a discretionary incentive compensation plan and receive
annual incentive compensation in the form of cash and stock options based on individual performance and the company’s achievement
of certain milestones, with a payment expected to equate to up to 20% of his annual base salary. Mr. Fay’s employment agreement
also provides that he is eligible for standard benefit plans made available to management-level employees. If Mr. Fay’s employment
ends on account of death or disability, the Company will pay his estate continued salary for one month and continue welfare benefits,
including paying all premiums for coverage of his dependent family members. Mr. Fay’s compensation was again amended on November
18, 2020, to increase his salary to $160,000, effective as of August 9, 2020. Thereafter, Mr. Fay was promoted to Vice President of Product
Operations and his salary was increased to $177,000 per annum, effective as of March 11, 2022.
For
the years ended December 31, 2022 and 2021, the annual base salary for Mr. Fay was $177,000 and $160,000, respectively.
There have been no changes to date to Mr. Fay’s compensation in connection with his promotion to Chief Operating Officer.
The
foregoing description of Mr. Fay’s employment agreement does not purport to be complete and is subject to, and qualified in its
entirety by reference to the full text of Mr. Fay’s employment agreement, a copy of which will be filed with the next periodic report
of the Company.
Mr.
Fay has also entered into the Company’s standard form of indemnification agreement, the form of which is filed as Exhibit 10.17
to the Company’s Current Report on Form 8-K filed with the SEC on September 21, 2022.
There
are no arrangements or understandings between Mr. Fay and any other person pursuant to which he was selected as the Chief Operating Officer.
There are no family relationships between Mr. Fay and any director or executive officer of the Company. Mr. Fay does not have any direct
or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.