Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Departure of Martin Zinny as Chief Executive Officer, Chief Financial Officer
and Director
On September 2, 2022, Martin Zinny and DP Cap Acquisition Corp I (the "Company")
agreed that Mr. Zinny will no longer serve as the Company's Chief Executive
Officer and Chief Financial Officer, effective September 2, 2022.
Appointment of Scott Savitz as Chief Executive Officer
On September 2, 2022, the Company's board of directors appointed Scott Savitz as
the Company's Chief Executive Officer, effective September 2, 2022.
Mr. Savitz has been the Chairman of the Company's board of directors since its
inception. Mr. Savitz is the Founder of Data Point Capital and a Managing
Partner. Scott is also the founder and former CEO of Shoebuy.com. Mr. Savitz
founded Shoebuy in 1999, and served as its CEO through its sale to InterActive
Corporation. Further, Mr. Savitz serves on the boards of CoachUp, Jebbit, Print
Syndicate, Returnalyze, UpShift, Yieldify and Vee24. Mr. Savitz has also
previously served as an Advisor for Olejo Stores (acquired by Mattress Firm), On
The Spot Systems, Inc. (acquired by Press Ganey), Bluestem Brands (acquired by
Capmark Financial Group), and Paintzen (acquired by PPG Industries). Scott also
led Data Point Capital investments in CABA Designs, CLYPD (sold to AT&T),
connectRN, DraftKings, Rent The Runway and Resident.
There are no family relationships between Mr. Savitz and any director or
executive officer of the Company. In addition, Mr. Savitz has no direct or
indirect material interest in any transaction or proposed transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K.
The Company did not enter into an employment agreement with Mr. Savitz in
connection with his appointment as Chief Executive Officer.
Appointment of Dan Lynch as Chief Financial Officer
On September 2, 2022, the Company's board of directors appointed Dan Lynch as
the Company's Chief Financial Officer, as well as the principal financial
officer and principal accounting officer, in each case effective September 2,
2022.
Dan Lynch is the Vice President of Finance at Data Point Capital. Prior to
joining Data Point Capital in 2022, Mr. Lynch was Vice President of Finance at
Berkshire Partners in Boston from 2016 to 2022. He began his career in the audit
practice of PwC's Boston office serving a variety of public and private asset
management clients. Mr. Lynch obtained an MS in Accounting from Boston College,
and his BA in Accounting from Saint Anselm College.
There are no family relationships between Mr. Lynch and any director or
executive officer of the Company. In addition, Mr. Lynch has no direct or
indirect material interest in any transaction or proposed transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K.
The Company did not enter into an employment agreement with Mr. Lynch in
connection with his appointment as Chief Financial Officer.
Realignment of Board Classification
On September 2, 2022, in accordance with the Company's amended and restated
memorandum and articles of association, the Board decreased the size of the
Board to four members and, in order to achieve an equal balance of membership
among the classes of directors, determined to move Scott Savitz from Class II
with a term expiring at the 2023 Annual Meeting of Stockholders to Class III
with a term expiring at the 2024 Annual Meeting of Stockholders, in each case
effective September 2, 2022. Accordingly, on the same date, Mr. Savitz, who was
a Class II director, resigned as a director and was immediately elected by the
Board as a Class III director. The resignation and re-election of Mr. Savitz was
effected solely to rebalance the Board's classes and, for all other purposes,
including compensation, Mr. Savitz's service on the Board is deemed to have
continued uninterrupted. The Board now consists of one Class I directors, one
Class II directors and two Class III directors. The current Class I Director is
now Diane Hessan; the current Class II Director is Lars Albright; and the
current Class III Directors are Leonard Schlesinger and Scott Savitz.
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Forward-Looking Statements
Except for historical information, all of the statements, expectations, and
assumptions contained in this Current Report on Form 8-K are forward-looking
statements as that term is defined in the Private Securities Litigation Reform
Act of 1995, including without limitation statements regarding our business
strategy and plans and director and executive officer transitions. Actual
results may differ materially from those explicit or implicit in the
forward-looking statements. Important factors that could cause actual results to
differ materially include, but are not limited to, international, national and
local economic conditions, merger, acquisition and business combination risks,
financing risks, geo-political risks, acts of terror or war, and those risk
factors described under the Company's Annual Report on Form 10-K for the year
ended December 31, 2021 and the Company's Quarterly Reports on Form 10-Q for the
three months ended March 31, 2022 and June 30, 2022, as updated by the Company's
other filings with the Securities and Exchange Commission. The Company assumes
no obligation and does not intend to update these forward-looking statements,
except as required by law.
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