Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(c) On
April 17, 2019, the Board of Directors of the Company (the “Board of Directors”) appointed Allison Green to serve as
the Company’s Chief Financial Officer, effective as of such date. Ms. Green currently serves, and will continue to serve,
as the Company’s Controller, Treasurer and Secretary. In connection with her appointment as Chief Financial Officer Ms. Green
ceased serving as the Company’s Senior Vice President of Finance as of April 17, 2019.
Ms.
Green, 33, has served as the Company’s Treasurer and Corporate Secretary since June 2018 and as the Company’s Controller
since July 2017. Ms. Green served as the Company’s Senior Vice President of Finance from May 2018 to April 2019 and as the
Vice President of GSV Asset Management, LLC from July 2017 to March 2019. Prior to joining the Company and GSV Asset Management,
LLC she was the Controller and an accounting and financial consultant at Rise Companies Corp., the parent company of Fundrise,
a Washington DC-based crowdfunded real estate investment platform, from April 2016 to April 2017. Prior to Rise Companies Corp.,
Ms. Green was the Controller at the Girl Scout Council of the Nation’s Capital and a ProInspire Fellow at the Council from
September 2013 to April 2016. Ms. Green was a member of the Fund Management and Coinvestment teams at The Carlyle Group, focusing
on Europe and US Real Estate and Energy Funds from June 2009 to August 2013 and began her career at Deloitte & Touche LLP in
Los Angeles as an audit associate focused on financial services clients. Ms. Green is a Certified Public Accountant (CPA) and graduated
with degrees in Accounting and Finance from the University of Southern California.
There
is no arrangement or understanding between Ms. Green and any other person pursuant to which she was appointed as Chief Financial
Officer of the Company, nor is there any family relationship between Ms. Green and any of the Company’s directors or other
executive officers. Further, with regard to Ms. Green, there are no transactions since the beginning of the Company’s last
fiscal year, or any currently proposed transaction, in which the Company is a participant that
would require disclosure
under Item 404(a) of Regulation S-K promulgated by the Securities Exchange Commission.
On April 23, 2019,
the Company entered into an employment agreement with Ms. Green. Certain information called for by Item 5.02(c)(3) of Form 8-K
regarding Ms. Green’s employment agreement is set forth below in paragraph (e) and is incorporated by referenced into this
Item 5.02(c).
(e) On
April 23, 2019, the Company entered into an employment agreement with each of Mark D. Klein, the Company’s Chief Executive
Officer and President (the “Klein Agreement”), and Allison Green, the Company’s Chief Financial Officer, Controller,
Treasurer and Secretary (the “Green Agreement” and, together with the Klein Agreement, the “Employment Agreements”).
Under the terms of
the Klein Agreement and the Green Agreement, Mr. Klein and Ms. Green are entitled to receive an annual base salary of $850,000
and $450,000, respectively, and are eligible to earn annual bonus payments of up to 100% and 70% percent, respectively, of his
or her then-effective base salary. Such annual bonus payments, if any, shall be payable at the discretion of the Board of Directors
if certain Company performance objectives, performance goals and other objectives, as mutually agreed upon by the Board of Directors
and Mr. Klein and Ms. Green, as applicable, are achieved. In addition, under the Green Agreement, Ms. Green is entitled to receive
a sign-on bonus in an amount equal to $100,000.
Each of the Klein Agreement
and the Green Agreement is effective as of March 12, 2019 and shall end on December 31, 2022, unless sooner terminated pursuant
to the respective terms of such Employment Agreements. The term of each of the Klein Agreement and the Green Agreement shall automatically
extend for one year on December 31, 2022 and then on each succeeding anniversary of December 31, 2022, unless either party to such
agreement elects in writing to terminate such agreement at least 30 days prior to the expiration of its then current term.
The term of each
of the Klein Agreement and the Green Agreement shall terminate upon the occurrence of certain events specified therein. The Company
can terminate Mr. Klein and Ms. Green’s respective employment with the Company with or without Cause (as defined in the Employment
Agreements) or as a result of Disability (as defined in the Employment Agreements). Each of Mr. Klein and Ms. Green can terminate
their respective employment with the Company with or without Good Reason (as defined in the Employment Agreements). Upon termination
of Mr. Klein or Ms. Green’s employment with the Company, he or she may be entitled to certain severance payments and benefits,
as set forth in Klein Agreement and Green Agreement, as applicable.
The Employment Agreements
each contain a provision for the protection of the Company’s confidential information, trade secrets, and intellectual property
during such executive’s employment with the Company or its affiliates and following termination of such executive’s
employment. In that regard, except as required by law, such executive will not, directly or indirectly, at any time, disclose to
any third person or use in any way, any non-public information or confidential information belonging to the Company or its affiliates.
The Company expects to file each of the
Klein Agreement and the Green Agreement as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending March 31, 2019.
The foregoing description of each of the Klein Agreement and the Green Agreement is qualified in its entirety by reference to the
text of the Klein Agreement and the Green Agreement, respectively, when filed.