Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 21, 2022, Enfusion, Inc. (the “Company”) appointed Oleg Movchan as Interim Chief Executive Officer of the Company, effective immediately. Mr. Movchan succeeds Thomas Kim, who resigned as CEO and as a member of the Board of Directors (the “Board”) of the Company on August 21, 2022.
Mr. Movchan, age 48, has been a member of the Board since 2021 and a member of the board of managers of Enfusion Ltd. LLC since February 2009. He has served as: the Chief Investment Officer, Chief Strategy Officer, and Deputy Chief Executive Officer of Revolution Global since November 2014; the managing partner of Gimel Tech Ventures, a private equity and venture capital firm he founded, since November 2018; the managing member of Quiet Light Partners, a proprietary derivatives trading firm, since May 2021; and the Chief Executive Officer of Kameosa Capital, LLC, an asset management advisory firm which provides integrated advisory on business and product strategy, since April 2013. Mr. Movchan is a graduate of the General Management Program from the Aresty Institute of Executive Education at the Wharton School, University of Pennsylvania, and holds an M.S. and an M.B.A from the University of Chicago and an M.S. from Kharkov State University.
In connection with his appointment as Interim Chief Executive Officer, Mr. Movchan has resigned from, and Kathleen DeRose has been appointed to, the Nominating and Corporate Governance Committee.
In connection with Mr. Movchan’s appointment as Interim Chief Executive Officer, the Company entered into an employment agreement dated August 21, 2022 with Mr. Movchan (the “Agreement”). Under the Agreement, the Company will provide Mr. Movchan with, among other things, an annual base salary of $650,000 and a cash bonus of up to $650,000 (pro-rated based on the term of Mr. Movchan’s service during the 12 months following the date of the Agreement). The Agreement also requires Mr. Movchan to enter into the Company’s standard form of confidentiality, assignment of inventions and restrictive covenants agreement. The foregoing summary of the Agreement is qualified in its entirety by reference to the Agreement filed herewith as Exhibit 10.1 and incorporated by reference herein. There are no family relationships between Mr. Movchan and any director or executive officer of the Company, and other than as described in this Item 5.02, Mr. Movchan has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Kim’s resignation, Mr. Kim and the Company entered into a Separation Agreement on August 21, 2022 (the “Separation Agreement”) under which the Company has agreed to provide Mr. Kim with a lump sum payment of $325,000 (equivalent to six months’ base salary) and, provided Mr. Kim elects COBRA continuation coverage, a lump sum payment equivalent to the COBRA premiums for six months for group healthcare coverage. The Separation Agreement also includes a general release of claims from Mr. Kim in favor of the Company and provides that Mr. Kim will continue to comply with post-employment restrictive covenants set forth in his employment agreement for a period of six months, and will continue to comply with certain other obligations set forth in his employment agreement. The foregoing summary of the Separation Agreement is qualified in its entirety by reference to the Separation Agreement filed herewith as Exhibit 10.2 and incorporated by reference herein. Mr. Kim’s resignation did not result from any disagreement regarding the Company’s financial reporting or accounting policies, procedures, estimates or judgments.
Item 7.01 – Regulation FD Disclosure
On August 22, 2022, the Company issued a press release announcing the leadership transition described above. A copy of this press release is furnished as Exhibit 99.1 to this Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
