Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 4, 2022, in connection with the closing of the Acquisition, (i) Steven Sherman, the Company’s Chief Executive Officer and Chair of the Company’s board of directors (the “Board”), resigned as the Company’s Chief Executive Officer, and (ii) the Board appointed Scott G. Davis as Chief Executive Officer and Principal Executive Officer of the Company, each effective immediately. Mr. Davis has served as the Company’s President and Chief Operating Officer since January 2022. Mr. Sherman will continue to serve as Chair of the Board and will begin serving as Executive Chair of the Company.
In connection with Mr. Sherman’s resignation, the Board, upon the recommendation of the compensation committee of the Board (the “Compensation Committee”), approved (i) an amendment to Mr. Sherman’s previously disclosed restricted stock unit (“RSU”) grant that vests monthly through January 2023 to accelerate the vesting of all of the unvested RSUs and (ii) a grant of 242,679 RSUs to Mr. Sherman in satisfaction of Mr. Sherman’s 2022 annual bonus under Mr. Sherman’s existing employment agreement in accordance with the applicable Restricted Stock Unit Agreement under the Company’s Amended and Restated 2014 Equity Incentive Plan, which grant will fully vest on January 31, 2023. The foregoing description of the Restricted Stock Unit Agreement is qualified in its entirety by reference to the full text of such agreement, the form of which was filed as Exhibit 10.46 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on August 7, 2017, and incorporated in this Item 5.02 by reference
Additionally, in connection with his transition to Executive Chair of the Company, on December 5, 2022, Mr. Sherman entered into a letter agreement (the “Executive Chair Employment Agreement”), which replaced and superseded Mr. Sherman’s prior employment agreement. Under the Executive Chair Employment Agreement, which has a one-year term, Mr. Sherman is entitled to receive a salary of $125,000 in cash. In addition, Mr. Sherman will receive grant of $125,000 of RSUs that will fully vest on the one-year anniversary of the grant date, with such grant to be made on the same date and otherwise subject to the same terms and conditions as the annual RSU grant made to non-employee Board members. The foregoing description of the Executive Chair Employment Agreement is qualified in its entirety by reference to the full text of such agreement, which is included in this Current Report on Form 8-K as Exhibit 10.1 and incorporated in this Item 5.02 by reference.
Each of Messrs. Davis’ and Sherman’s biography was included in the proxy statement for the Company’s 2022 Annual Meeting of Stockholders filed with the SEC on April 29, 2022 and is incorporated herein by reference.
There are no arrangements or understandings between Mr. Davis or Mr. Sherman and any other person pursuant to which he was appointed to serve as Chief Executive Officer and Principal Executive Officer of the Company or Executive Chair of the Company, respectively. There are no family relationships between Mr. Davis or Mr. Sherman and any other director or executive officer of the Company, and neither Mr. Davis nor Mr. Sherman has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.