| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Appointment of Rilla Delorier as a Class I Director
On August 18, 2023, the Board of Directors (the “Board”) of WisdomTree, Inc. (the “Company”) expanded the Board to ten directors and appointed Rilla Delorier to serve as a Class I member of the Board, with an initial term expiring at the Company’s 2024 annual meeting of stockholders. The Board has determined that Ms. Delorier qualifies as an “independent director” as defined under Section 303A of the New York Stock Exchange Listed Company Manual. She has not been appointed to any committee of the Board at this time.
Ms. Delorier will receive cash and equity compensation as provided under the Company’s Non-Employee Director Compensation Program. Pursuant to this program, upon appointment to the Board, Ms. Delorier received 11,828 shares of restricted stock under the Company’s 2022 Equity Plan, which shares vest on the first anniversary of the grant date. The Company has entered into its standard director indemnification agreement with Ms. Delorier.
There are currently no arrangements or understandings between Ms. Delorier and any other person pursuant to which Ms. Delorier was appointed to serve as a member of the Board. The Company is not aware of any transaction involving Ms. Delorier requiring disclosure under Item 404(a) of Regulation S-K.
Ms. Delorier, 56, a C-suite leader with over 30 years of experience in the banking industry, was most recently the Executive Vice President and Chief Strategy and Digital Transformation Officer at Umpqua Bank, from April 2017 until August 2020. Prior to that, she held various roles at SunTrust Bank from February 2006 until February 2016, including Executive Vice President, Head of the Retail Bank, Chief Marketing Officer and Wealth Management Marketing Director. She also served as Chief Marketing Officer, among other roles, at PNC Advisors from 1999 to 2006. Since June 2022, Ms. Delorier has served on the Board of Directors of Atlantic Union Bankshares Corporation (NYSE: AUB), a regional bank headquartered in Richmond, Virginia, and is a member of its risk and compensation committees. Since November 2020, Ms. Delorier has served on the Board of Directors of Coastal Financial Corporation (Nasdaq: CCB), a community bank and a leader in providing banking as a service (BaaS) to digital financial service providers, and is a member of the audit and compensation committees. Ms. Delorier also has served as a director of Nymbus, Inc., a provider of banking technology solutions for financial institutions, since November 2020, and Central City Concern, a nonprofit organization dedicated to ending homelessness, since June 2018. Ms. Delorier received her B.S. from the University of Virginia and her M.B.A. from Harvard Business School.
A copy of the press release containing information about Ms. Delorier’s appointment is being furnished as Exhibit 99.1 to this Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits:
2
