Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective February 19, 2020, the Board of Directors (the “Board”) of Mohawk Group Holdings, Inc. (the “Company”) appointed Ms. Bari A. Harlam as a Class II director of the Company. The Board also appointed Ms. Harlam to the Compensation Committee of the Board and the Nominating and Corporate Governance Committee of the Board.
Ms. Bari A. Harlam, age 58, is a business leader, marketer, educator and author. Since April 2018, Ms. Harlam has served as EVP, Chief Marketing Officer North America at Hudson’s Bay Company (TSX: HBC). She has also served on the Board of Directors of Eastern Bank since February 2014. Prior to her time at Hudson’s Bay Company, she was EVP, Membership, Marketing & Analytics at BJ’s Wholesale Club (NYSE: BJ) from July 2012 to December 2016. Before joining BJ’s Wholesale Club, she served as Chief Marketing Officer at Swipely, now called Upserve, from August 2011 to July 2012 and prior to that, she served as SVP, Marketing at CVS Health (NYSE: CVS) from 2000 to August 2011. Early in her career, she was a Professor at Columbia University from July 1989 to July 1992 and The University of Rhode Island from July 1992 to July 2000. In addition, she was an Adjunct Professor at The Wharton School at The University of Pennsylvania from January 2015 to May 2018. She received a Bachelor of Science in Marketing and Decision Sciences, a Master of Science in Econometrics and a Ph.D. in Marketing from The University of Pennsylvania, The Wharton School.
In connection with Ms. Harlam’s appointment to the Board, on February 19, 2020, Ms. Harlam was granted a restricted stock award for 28,325 shares of restricted common stock of the Company.One-third of the number of shares subject to the restricted stock award shall vest one year from the date of grant and 1/24th of the number of shares subject to the restricted stock award shall vest each one month period thereafter, subject to Ms. Harlam’s continuous service through such date.
The Company also entered into an indemnity agreement with Ms. Harlam in the same form as its standard form of indemnification agreement with its other directors.
There are no family relationships between Ms. Harlam and any director or executive officer of the Company and she was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person. Ms. Harlam has not engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of RegulationS-K.
On February 20, 2020, the Company issued a press release announcing the appointment of Ms. Harlam to the Board. A copy of the press release is filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.