Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Departure of Directors and Appointment of Directors
On June 15, 2022, in connection with the Transaction and effective as of immediately following the Closing, the Board increased the size of the Board from eight (8) to nine (9) directors, and effective as of immediately prior to the Closing, Jefferey T. Fisher and Marc Debevoise resigned from their roles as directors of the Company. The resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices. The following individuals were appointed to the Board as Class II and Class III directors respectively to fill the vacancies created thereby, to hold such office until the 2024 annual meeting of stockholders of the Company or the 2025 annual meeting of stockholders of the Company, respectively, or until his respective successor is duly elected and qualified:
E-Fei Wang – E-Fei Wang is an associate at Apollo, where he has worked since 2017, focusing on private equity investing across various sectors, including industrials, metals, aerospace, packaging, travel and internet/media. Prior to joining Apollo, Mr. Wang was an investment banking analyst at Evercore from 2015 through 2017. Mr. Wang graduated from Rice University with a BA in Chemical and Biomolecular Engineering.
Reed Rayman – Reed Rayman is a partner at Apollo, where he has worked since 2010. Mr. Rayman previously was employed by Goldman Sachs & Co. in both its Industrials Investment Banking and Principal Strategies groups from 2008 to 2010. Mr. Rayman serves on the board of directors of ADT, Yahoo!, Careerbuilder, Shutterfly, Coinstar and EcoATM. He previously served on the board of directors of Mood Media and Redbox. Mr. Rayman graduated cum laude from Harvard with an AB in Economics. He is actively involved with the TEAK Fellowship, having served as a mentor and on the Next Generation Board, and also serves on the Private Equity Executive Council of the UJA Federation of New York.
Dianne Ledingham – Dianne Ledingham is an Advisory Partner in Bain & Company’s Boston office, a leader in Bain’s Customer Strategy & Marketing practice, and the firm’s Telecom, Media and Technology practices. With her 30-plus year tenure at Bain, Ms. Ledingham is one of the firm’s most prominent leaders in commercial and sales excellence with experience across a range of industries and particular depth in technology and software. In addition, Ms. Ledingham has served on each of Bain’s governance committees including serving on Bain’s Board of Directors, serving on Bain’s Global Compensation and Promotion Committee, including as elected Chair, and serving on Bain’s Global Nominating Committee, as elected Chair. Additionally, Ms. Ledingham is currently serving on the board of City Year Boston, and former Chair, as well as Treasurer on the board of Ventures for Hope. Ms. Ledingham holds a degree in electrical engineering with honors from Brown University and an M.B.A. degree with distinction from Harvard Business School.
The Company has not yet determined the Board committees on which Mr. Rayman, Mr. Wang and Ms. Ledingham may sit. Other than the Transaction, there are no transactions in which Mr. Rayman, Mr. Wang or Ms. Ledingham had or has an interest that require disclosure under Item 404(a) of Regulation S-K.
The Company also plans to enter into an indemnification agreement with each of Mr. Rayman, Mr. Wang and Ms. Ledingham in the same form as the indemnification agreements the Company has entered into with other members of the Board. These indemnification agreements require the Company to indemnify covered individuals to the fullest extent permitted by Delaware law against liabilities that may arise by reason of their service to the Company, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.
Departure of the Company’s Chief Client Success and Marketing Officer
On June 15, 2022, Christine Cross and the Company entered into a transition agreement and employment agreement amendment (the “Transition Agreement”), whereby Ms. Cross will leave her position as the Company’s Chief Client Success and Marketing Officer on July 15, 2022 (the “Separation Date”). Ms. Cross’ duties will be assumed by Bob Lyons, the Company’s Chief Executive Officer, while the Company continues to explore and evaluate the needs and future leadership of the sales organization.
The Transition Agreement amends the Employment Agreement between the Company and Ms. Cross dated as of May 11, 2022 (the “Employment Agreement”). In consideration of Ms. Cross’ continued service through the Transition Period (as defined in the Transition Agreement), which includes being reasonably available to consult on transition of her duties and responsibilities, and subject to Ms. Cross executing and not revoking a release of claims, Ms. Cross will also receive (i) continued payment of her base salary for twelve (12) months; (ii) the actual bonus