Mr. Hess, age 52, brings extensive management and strategic planning experience from his decades-long career in the real estate industry. Prior to joining the Company, Mr. Hess most recently worked at Accenture as a managing director leading their direct-to-consumer commerce offering and go-to-market strategy. He also managed Accenture’s Shopify partnership globally since August 2022. From January 2022 to August 2022, he served as Executive Vice President at The Stable, a leading omnichannel commerce agency that was acquired by Accenture. From May 2021 to December 2021, he served as Chief Executive Officer of BVA, a globally recognized DTC and Shopify agency which was acquired by The Stable in December 2021, and from August 2019 to April 2021, he served as Chief Commercial Officer of BVA. Prior to those roles, he held numerous senior leadership positions including Chief Revenue Officer and General Manager for LiveArea, a global commerce agency now part of Dentsu/Merkle, and at Amplifi Commerce.
Effective October 1, 2024, the Board appointed Ellen F. Siminoff as Executive Chair of the Board. Prior to her appointment as Executive Chair, Ms. Siminoff served as a director of the Company since February 2020.
The Executive Chair is a newly-created role and in this role, Ms. Siminoff will provide leadership and direction to the Board and work with the Company’s Chief Executive Officer and other members of the Company’s executive team to provide, among other things, strategic expertise with respect to the Company’s strategy for future growth.
As of the date of this Current Report on Form 8-K, neither Ms. Siminoff nor any of her immediate family members is a party, either directly or indirectly, to any transaction that would be required to be reported under Item 404(a) of Regulation S-K, nor is Ms. Siminoff a party to any understanding or arrangement pursuant to which she is to be selected as Executive Chair.
In connection with Ms. Siminoff’s appointment as Executive Chair of the Company, the Compensation Committee approved the following compensation:
| | • | | Ms. Siminoff will receive a payment of $200,000. |
| | • | | Ms. Siminoff will be granted an option to purchase 190,000 shares of the Company’s common stock pursuant to the Plan, which will vest over a period of 12 months, subject to Ms. Siminoff’s continued service through the applicable vesting date. |
In addition, in the event that Ms. Siminoff’s employment with the Company is terminated by the Company without “cause” or due to Ms. Siminoff’s resignation for “good reason,” in either case, within three months before or twelve months after the consummation of a change in control of the Company, then, subject to Mr. Siminoff’s execution of a general release of claims in favor of the Company, Ms. Siminoff’s then-outstanding equity awards covering Company common stock vest in full (to the extent then-unvested).
Ms. Siminoff and the Company have entered into an offer of employment letter (the “Siminoff Offer Letter”) documenting the foregoing compensation. The foregoing summary is qualified in its entirety by reference to the full text of the Siminoff Offer Letter, a copy of which is attached hereto as Exhibit 10.2 and incorporated by reference herein.
In light of her appointment as Executive Chair, Ms. Siminoff will not be considered an independent director and will no longer serve on any committees of the Board and will not receive any separate compensation that she previously received as a non-employee director of the Board. The Board appointed Jeff Richards, an independent director, as the Company’s chair of the nominating and corporate governance committee to succeed Ms. Siminoff.
Item 7.01 Regulation FD Disclosure.
On October 2, 2024, the Company issued a press release reaffirming its financial guidance for the third quarter of fiscal year 2024 and announcing the events described in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
