Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 12, 2023, the Board of Directors (the “Board”) of Spark Networks SE (the “Company”) and David Clark determined that Mr. Clark will resign as Managing Director and Chief Financial Officer of the Company and Spark Networks, Inc. effective April 14, 2023. This termination is a mutual separation without cause, and Mr. Clark will receive severance compensation and other termination benefits pursuant to the terms of his existing employment agreement, subject to Mr. Clark signing a customary release.
On April 12, 2023, the Board appointed Kristie Goodgion, the Company's Global Controller, as the Company's Executive Director and Chief Financial Officer (principal financial officer and principal accounting officer). Ms. Goodgion, age 43, has been the Company's Global Controller since September 2022. Prior to joining the Company, Ms. Goodgion served as Global Controller of Dynata, LLC, a first party data company, from August 2020 to September 2022. Prior to that, Ms. Goodgion was Vice President, Controller of HPOne, a sales and marketing organization that operates across multiple segments of the Medicare and health insurance marketplaces, from September 2019 to August 2020, and Chief Financial Officer of Budderfly, Inc., an energy service company, from January 2018 to September 2019. Ms. Goodgion started her career with PricewaterhouseCoopers and has over 15 years of experience in senior executive roles specializing in corporate restructuring, operational streamlining and mergers and acquisitions.
Ms. Goodgion graduated from Assumption College, with a Bachelor of Arts in Accounting and Finance and Masters of Business Administration – Business and Finance.
In addition, on April 13, 2023, the Company entered into an Executive Director Services Agreement (the “Services Agreement”) with Ms. Goodgion, under which Ms. Goodgion was appointed Executive Director and Chief Financial Officer of the Company, and Spark Networks, Inc. entered into an Employment Agreement (the “Employment Agreement”) with Ms. Goodgion under which she was appointed the Chief Financial Officer of Spark Networks, Inc. Both agreements are effective as of April 14, 2023. Under the Services Agreement and the Employment Agreement, Ms. Goodgion will receive an aggregate annual base salary of $400,000 and be eligible to receive an annual bonus with a threshold and maximum amount of 80% and 120% of her base salary, respectively, based on the Company achieving an annual Adjusted EBITDA target amount as set forth in the Employment Agreement. Under the Employment Agreement, Ms. Goodgion is also eligible to receive a Retention Bonus of $84,000 and Sale Bonus of $250,000, each as defined and set forth in the Employment Agreement, and twelve months of salary continuation if she experiences a Termination Without Cause (as defined in the Employment Agreement) subject to Ms. Goodgion signing a customary release. In addition, pursuant to the Employment Agreement, the Company will grant Ms. Goodgion 150,000 zero-priced stock options that will vest in full upon a Liquidity Event (as defined in the Employment Agreement), subject to Ms. Goodgion’s continued service through such Liquidity Event.
The foregoing descriptions of the Services Agreement and the Employment Agreement are qualified in their entirety by reference to the Services Agreement and the Employment Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
There is no arrangement or understanding between Ms. Goodgion and any other person pursuant to which she was selected as Chief Financial officer of the Company, and there is no family relationship between Ms. Goodgion and any of the Company's other directors or executive officers.
