Following the Conversion Date, pursuant to the terms of his Employment Agreement, Mr. Holland will receive certain benefits for termination without cause as a result of the elimination of the position of Executive Chairman, including: (i) a pro rata payment of his 2021 annual bonus, (ii) payment each month, for a period of 36 months, of 1/12 of the sum of his current base salary and a pro rata share of his annual bonus paid at target, and (iii) continuation of his benefits, including life insurance, disability, medical, dental, and hospitalization, for 36 months following the Conversion Date. The material terms of Mr. Holland’s previously granted equity awards remain unchanged and will continue vesting during the Advisor Period based on his continued service as an advisor. Pursuant to the Advisory Agreement, if the Advisor Period, after any mutually agreed upon extensions, is terminated prior to the end of the 36-month period, any remaining unvested incentive equity awards previously granted to Mr. Holland will accelerate and become fully vested.
The foregoing summary of the material terms of the Advisory Agreement is subject to the full and complete terms of the agreement, a copy of which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.
Appointment of Zeynep Young
On January 26, 2021, Barry Libert, who has served as a member of the Board at the request of BuildGroup since September 2020, informed the Company that he is resigning from the Board effective immediately. Mr. Libert advised the Company that his decision to resign did not involve any disagreement with the Company, but instead reflects BuildGroup’s decision to nominate another member to the Board pursuant to the Company’s Certificate of Designations of the Series A Convertible Preferred Stock (the “Certificate of Designations”), which permits BuildGroup to request the appointment of up to two members on the Board, subject to certain limitations.
On January 26, 2021, at BuildGroup’s request, the Board appointed Zeynep Young as a Class II director to hold office until the Company’s 2021 annual meeting of stockholders or until her successor is duly elected and qualified.
Ms. Young was appointed at the request of BuildGroup. As previously reported on the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on May 26, 2020 and June 8, 2020, the Company issued and sold 1,777,778 shares of its Series A Convertible Preferred Stock to BuildGroup (the “Preferred Transaction”). Concurrent with the closing of the Preferred Transaction, the Company filed the Certificate of Designations, which, as noted above, permits BuildGroup to request the appointment of up to two members on the Board, subject to certain limitations. Ms. Young is the second director on the Board at the request of BuildGroup, with Mr. Napier being the first.
Ms. Young, age 50, is currently the Strategic Advisor for BuildGroup. She is also a venture partner and advisor for Next Coast Ventures, LLC and has been involved with them since February 2017. Prior to BuildGroup, she was the Chief Executive Officer of Calytera, Inc. from March 2020 until December 2020. Prior to that, she was the Chief Executive Officer of Doubleline Partners LLC.
The Board has determined that Ms. Young is an independent director under relevant SEC and Nasdaq rules. She has not been appointed to any Board committee at this time. There have been no transactions in which the Company has participated and in which Ms. Young had a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.
