Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Patrick Elliott
On January 26, 2023, AdTheorent Holding Company, Inc. (the "Company"), announced
the appointment of Patrick Elliott to serve as the Chief Financial Officer of
the Company effective January 30, 2023. Prior to joining the Company and since
December 2021, Mr. Elliott, age 43, served as Senior Vice President of Finance
at Skillsoft Corp, an educational technology company. Mr. Elliott previously
served as Vice President at Maxar Technologies a space technology and
intelligence company, from October 2012 to December 2021. Mr. Elliott was an
equity analyst at Ivory Capital from 2006 to 2012 and began his career in public
accounting at Ernst and Young LLP from 2004 until 2006. Mr. Elliott holds a
Bachelor of Arts from the University of California, Berkeley.
There are no arrangements or understandings between Mr. Elliott and any other
person pursuant to which he was selected as an officer, and there are no family
relationships between Mr. Elliott and any of the Company's directors or
executive officers. Mr. Elliott has no direct or indirect material interest in
any existing or currently proposed transaction that would require disclosure
under Item 404(a) of Regulation S-K.
Summary of Material Terms of Patrick's Employment Agreement
The Company and Mr. Elliott entered into an employment agreement (the
"Employment Agreement") in connection with his appointment as Chief Financial
Officer.
The Employment Agreement provides, Mr. Elliott with the following compensation
for his services beginning effective January 30, 2023:
• a base salary of $400,000 per year ("Base Salary");
• eligibility to earn a target bonus equal to 50% of Base Salary tied to
achieving objectives established by the Board;
• a grant of restricted stock units with a grant date value equal to
$750,000, which vest, subject to Mr. Elliott's continuing employment with
the Company, as follows: one-half will vest in four equal annual
installments beginning on January 1, 2024, and one-half will vest based
upon satisfaction by the Company of Board-established designated
financial objectives;
• participation in employee health benefits; and
• reimbursement for all reasonable travel, entertainment and other business
expenses.
In the Company terminates Mr. Elliott' employment without Cause (as defined in
the Employment Agreement), delivers to Mr. Elliott a Non-Renewal Notice (as
defined in the Employment Agreement) other than for Cause, or Mr. Elliott
resigns for Good Reason (as defined in the Employment Agreement), Mr. Elliott
will be entitled to receive the following benefits: (i) his Base Salary accrued
but unpaid through the date of termination and any obligations required by
applicable law (collectively, the "Accrued Benefits"); (ii) a pro-rated portion
of his bonus, if any, that would have been otherwise payable based on
performance for the calendar year; and (iii) the continuation of Mr. Elliott's
Base Salary and group medical, dental and vision insurance for a period of
twelve months beginning on the date of such termination.
If any such termination of employment occurs on or within 12 months after a
Change in Control (as defined in the Employment Agreement), then his
post-employment benefits, also include full vesting of any restricted stock
units granted in 2023 that were scheduled to vest based solely on continued
employment.
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Payment of post-employment benefits (other than the Accrued Benefits) is
contingent upon Mr. Elliott's due execution and delivery to the Company of a
separation agreement and general release in the form of Exhibit A attached to
Exhibit 10.1 and his compliance with post termination restrictive covenants
noted below.
The Employment Agreement also includes provisions regarding confidentiality, the
assignment of intellectual property and a twelve-month non-compete and
non-solicitation period following expiration or termination of Mr. Elliott's
employment with the Company.
The term of the Employment Agreement ends on December 31, 2023, subject to
automatic annual renewal for an additional year if neither party provides notice
of non renewal at least sixty days in advance of the then current term or an
earlier termination of employment.
The foregoing summary of the Employment Agreement is not complete and is
qualified in its entirety by reference to the full text of such agreement, a
copy of which is filed as exhibit 10.1 hereto.
Resignation of Charles Jordan
On January 26, 2023, the Company announced that, on January 26, 2023, Charles
Jordan tendered his resignation as the Company's Chief Financial Officer,
effective January 30, 2023.
Summary of Material Terms of Charles Jordan's Post-Employment Benefits
In conjunction with Mr. Jordan's resignation from the Company, the Company has
extended the period during which certain grants and bonus compensation may be
paid to Mr. Jordan.
Mr. Jordan previously received three nonqualified grants under the AdTheorent
Holding Company LLC Participant Interest Agreement, dated as of October 1, 2017,
February 15, 2018, and May 6, 2019, respectively (collectively, the "Grants").
The Participant Interest Agreements require that any Grant exercise and
corresponding payment take place on or before the date on which Mr. Jordan
resigns from employment with the Company. As a separation benefit, the Company
has extended the period during which Mr. Jordan may exercise each of the Grants
until January 31, 2024.
Mr. Jordan is a signatory to a Company-issued 2022 Executive Performance Bonus
Policy related to 2022 Company performance, the terms of which require
Mr. Jordan to be employed on the date of bonus payment. As a separation benefit,
the Company has agreed to waive this "employed upon payment" condition for
Mr. Jordan to the extent any bonus is otherwise owed and payable to Mr. Jordan
in due course.
A copy of the press release announcing Mr. Elliott's appointment of as Chief
Financial Officer of the Company and Mr. Jordan's resignation is attached to
this Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description of Document
10.1 Employment Agreement with Patrick Elliott
99.1 Press Release dated January 26, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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