Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Departure of Directors or Certain Officers
On May 26, 2022, Steven McLaughlin notified Forge
Global Holdings, Inc. (the “Company”) of his intention to resign from the Company’s Board of Directors (the “Board”),
effective May 27, 2022. Mr. McLaughlin’s resignation is not the result of any disagreement with the Company on any matter relating
to its operations, policies, or practices.
(d) Election of Directors
On June 1, 2022, based upon the recommendation
of the Nominating and Corporate Governance Committee of the Board, the Board appointed Asiff Hirji as a Class II director, with his initial
term expiring at the Company’s 2024 annual meeting of stockholders. In addition, the Board appointed Mr. Hirji to serve as a member
of the Risk Committee of the Board on the same date.
Mr. Hirji has served as the President of Figure
Technologies, Inc., a blockchain-based home equity lender, since January 2020. Mr. Hirji was also previously a member of the board of
directors of Forge Global, Inc. from November 2019 until the consummation of the Company’s business combination on March 21, 2022
(the “Business Combination”). Prior to joining Figure, from November 2017 to June 2019, Mr. Hirji served as President and
COO of Coinbase, Inc., a cryptocurrency company, where he helped significantly grow the company’s revenue and valuation. Prior
to Coinbase, Mr. Hirji was an Operating Advisor with Andreessen Horowitz, a venture capital firm, from October 2016 to December 2017,
Chief Restructuring Officer of Hewlett Packard Inc., an information technology company, from November 2014 to March 2017, a Partner at
TPG Capital, a private equity firm, from April 2007 to December 2013 and served as President and COO of TD Ameritrade, a provider of
investment and trading services, from July 2002 to October 2006. Mr. Hirji has also served on a number of public and private boards of
directors, including Citrix Systems, a cloud computing and virtualization technology company, from May 2006 to July 2015, Advent Software,
an automation and workflow software company, from September 2011 to July 2015, Saxo Bank A/S, an investment bank, from December 2010
to September 2018, and Lefteris Acquisition Corp., a special purpose acquisition company, from October 2020 to present. Mr. Hirji has
served as an Advisory Board Member for Nubank (Nu Pagamentos S.A.), a financial technology company, since December 2019. Mr. Hirji received
his Bachelor of Science in Computer Science from the University of Calgary and his Master of Business Administration from Ivey Business
School at Western University.
Mr. Hirji’s compensation as a director will
be consistent with the compensation policies applicable to the Company’s other non-employee directors. The Company will enter into
its standard form of indemnification agreement with Mr. Hirji in connection with his appointment to the Board.
There are no related party transactions between
the Company and Mr. Hirji (or any of his immediate family members) requiring disclosure under Item 404(a) of Regulation S-K. There are
no arrangements or understandings between Mr. Hirji and any other persons pursuant to which he was appointed a director of the Company,
and there are no family relationships between Mr. Hirji and any director or executive officer of the Company.
A press release announcing Mr. Hirji’s appointment
to the Board is attached as Exhibit 99.1 and is incorporated by reference.
(e)
Compensatory Arrangements of Certain Officers
On June 2, 2022, the Compensation Committee of
the Board granted 1) 638,432 restricted stock units (“RSUs”) to Kelly Rodriques, the Company’s Chief Executive Officer
and a member of the Board, 2) 452,113 RSUs to Mark Lee, the Company’s Chief Financial Officer, and 3) 452,113 RSUs to Jose Cobos,
the Company’s Chief Operating Officer (collectively, the “Retention Equity Grants”). Such Retention Equity Grants were awarded to such named executive officers pursuant to the terms of their respective employment agreements
as previously disclosed.
Each Retention Equity Grant will vest, subject
to the grantee’s employment through the applicable vesting date, as follows: 33.33% of the Retention Equity Grant will vest upon
the first anniversary of the Business Combination (the “First Tranche”); 33.33% of the Retention Equity Grant will vest upon
the second anniversary of the closing of the Business Combination (the “Second Tranche”); and 33.33% of the Retention Equity
Grant will vest upon the third anniversary of the closing of the Business Combination (the “Third Tranche”) (the “Time-Vesting
Schedule”). Each Retention Equity Grant will become eligible to vest after the expiration of the six-month period following the
closing of the Business Combination (the “Lock-Up Period”) as follows: (i) the First Tranche will immediately vest if the
Company’s stock price meets or exceeds a price of $12.50 for 20 trading days within any 30 trading day period following the Lock-Up
Period but prior to the vesting date of the First Tranche under the Time-Vesting Schedule, in which case the Second Tranche and Third
Tranche will have their time-vesting component accelerated by six months; and (ii) the Second Tranche will immediately vest if the stock
price meets or exceeds a closing price of $15.00 for 20 trading days within any 30 trading day period following the Lock-Up Period but
prior to the vesting date of the Second Tranche under the Time-Vesting Schedule, in which case the Third Tranche will have its time-vesting
component accelerated by an additional six months. Each Retention Equity Grant will vest in accordance with such vesting provisions in
the event the share price triggers are achieved through the date of a “Sale Event” of the Company (as defined in the Company’s
2022 Stock Option and Incentive Plan).