Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Executive Officer
On December 22, 2022, the Board of Directors (the “Board”) of Enfusion, Inc. (the “Company”) appointed Oleg Movchan, the Company’s Interim Chief Executive Officer, to the position of Chief Executive Officer of Company, effective immediately.
Mr. Movchan, age 49, has served as the Interim Chief Executive Officer of the Company since August 2022, 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 Kharkiv National University (Ukraine).
In connection with his appointment, Mr. Movchan entered into an employment agreement on December 22, 2022 (the “Employment Agreement”). Pursuant to the terms of the Employment Agreement, Mr. Movchan will receive an annual base salary of $650,000, will have a target bonus of 400,000, and will be eligible to participate in the Company’s long-term equity incentive plan for executives beginning in 2023, with his equity incentive grant to initially have a grant date value of $500,000.
In connection with his appointment, the Company’s Compensation Committee awarded (the “Initial Grant”) Mr. Movchan 250,000 performance-based restricted stock units (“RSUs”) under the Company’s 2021 Stock Option and Incentive Plan (the “Plan”). The Initial Grant will vest as follows: (a) 125,000 RSUs shall vest if the 10-day moving average of the closing price of the Company’s Class A common stock is $17.00 at any point on or before the three-year anniversary of the grant date, and (b) 125,000 RSUs shall vest if the 10-day moving average of the closing price of the Company’s Class A common stock is $25.00 at any point on or before the three-year anniversary of the grant date, in each case subject to Mr. Movchan remaining in a “Service Relationship” (as defined in the Plan) on the applicable vesting dates. In the event of a Sale Event (as defined in the Plan), the terms contained in the Performance-Based Restricted Stock Award Agreement shall govern. Outside of a Sale Event, in the event of the termination of Oleg Movchan’s employment as Chief Executive Officer prior to the achievement of either or both performance targets stated above, all unvested RSUs shall be forfeited.
Under the Employment Agreement, Mr. Movchan will be subject to twelve-month post-termination non-compete and non-solicit covenants, a six-month post-termination client competition covenant, and a perpetual confidentiality covenant.
In connection with his appointment, the Company has entered into an indemnification agreement with Mr. Movchan that is in substantially the same form as those entered into with other officers of the Company.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Employment Agreement, a copy of which is filed herewith as Exhibit 10.1.
Transactions between the Company and Oleg Movchan in 2022
On May 6, 2022, a CSL Tech Holdings, LLC (“CSL”) delivered an exchange notice pursuant to Article XII of the Enfusion Ltd. LLC Amended and Restated Operating Agreement (the “LLC Operating Agreement”), relating to the exchange of 1,401,818 common units of Enfusion Ltd. LLC and an equal number of shares of Class B common stock of the Company for an equal number of shares of the Class A common stock of the Company. Mr. Movchan is the sole manager of CSL. Pursuant to the terms of the LLC Operating Agreement, CSL surrendered 1,401,818 common units and an equal number of shares of Class B common stock. In connection therewith, the Company issued 1,401,818 shares of
