Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 20, 2022, the Board of Directors (the "Board") of Enjoy Technology, Inc.
(the "Company"), increased the size of the Board to nine members and appointed
Alan Carr and William Transier to the Board as Class I directors.
Mr. Carr, 52, is and has been since September 2013 the Managing Member and Chief
Executive Officer of Drivetrain, LLC, an independent fiduciary services firm. He
has been a distressed investing and turnaround professional, with 25 years of
experience in principal investing, advisory mandates, and board of directors'
service, including complex financial restructurings and reorganizations in the
U.S and Europe. From 2003 to 2013, Mr. Carr was Managing Director at Strategic
Value Partners, a global investment firm focused on distressed debt and private
equity opportunities. Mr. Carr started his career at Skadden, Arps, Slate,
Meagher & Flom LLP and Ravin, Sarasohn, Baumgarten, Fisch & Rosen in corporate
restructuring advisory. Mr. Carr currently serves as a director for the
following public companies: Sears Holdings Corporation (since October 2018);
Unit Corporation (since September 2020) and NewLake Capital Partners (since
August 2019). Mr. Carr serves as Chair of the compensation committee for both
NewLake Capital Partners and Unit Corporation and as a member of the audit
committee for NewLake Capital Partners. He also serves as a member of the
restructuring committee for Sears Holding Corporation. Mr. Carr received a B.A.
in Economics and Sociology from Brandeis University in 1992 and a J.D. from
Tulane Law School in 1995. The Board believes Mr. Carr's experience in complex
financial restructurings and reorganizations and his extensive experience
serving on the boards of private and public companies qualifies him to serve on
the Board. The Board has appointed Mr. Carr to serve on a special committee of
the Board (the "Strategic Review Committee"), together with independent
directors William Transier, Gideon Yu and Denise Young Smith. The Strategic
Review Committee is authorized to, among other things, review, evaluate,
investigate, pursue and negotiate any proposal made in respect of potential
strategic alternatives.
Mr. Transier, 67, is Chief Executive Officer of Transier Advisors, LLC, an
independent advisory firm providing services to companies facing stressed
operational situations, turnaround, restructuring or in need of interim
executive leadership. Mr. Transier was co-founder of Endeavour International
Corporation ("Endeavour"), an international oil and gas exploration and
production company. He served as non-executive Chairman of Endeavour's board of
directors from December 2014 until November 2015. He served from September 2006
until December 2014 as Chairman, Chief Executive Officer and President of
Endeavour and as its Chairman and Co-Chief Executive Officer from its formation
in February 2004 through September 2006. Prior to Endeavour, Mr. Transier served
as Executive Vice President and Chief Financial Officer of Ocean Energy, Inc.
("Ocean") and its predecessor, Seagull Energy Corporation from May 1996 to April
2003. Before his tenure with Ocean, Mr. Transier served in various roles
including partner in the audit department and head of the Global Energy practice
of KPMG LLP from June 1986 to April 1996. Mr. Transier has served on the board
of Exela Technologies, Inc., since April 2020, where he serves as Chairman of
the audit committee and as member of the strategic transactions committee.
Mr. Transier has also served as a director of Helix Energy Solutions Group, Inc.
since October 2000, and as lead independent director from March 2016 through
July 2017 when he was appointed Chairman of the board. Mr. Transier served as
the Chairman of the board of directors of Battalion Oil Corporation (which
changed its name from Halcón Resources Corporation) and as Chairman of its audit
committee from October 2019 until May 2021. Mr. Transier graduated from the
University of Texas with a B.B.A. in accounting, has an M.B.A. from Regis
University and a Master of Arts in Theological Studies from Dallas Baptist
University. The Board believes that Mr. Transier's restructuring expertise and
extensive management experience and knowledge in audit and accounting matters
qualifies him to serve as a member of the Board. The Board has appointed
Mr. Transier to serve on the Audit Committee and the Strategic Review Committee
as described above.
The Board has determined that each of Messrs. Carr and Transier is an
independent director under the listing standards of the Nasdaq Stock Market LLC,
and Mr. Transier meets the additional independence requirements of the
Securities and Exchange Commission with respect to members of the Audit
Committee.
There are no arrangements or understandings between Mr. Carr or Mr. Transier and
any other persons pursuant to which either was selected as a director of the
Company. There are also no family relationships between Mr. Carr or Mr. Transier
and any director or executive officer of the Company and neither has any direct
or indirect material interest in any related party transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
Messrs. Carr and Transier each entered into an Independent Director Agreement
with the Company, pursuant to which each will receive a monthly fee of $45,000
and a per diem payment of $7,500 for days on which more than four hours are
devoted to meetings or activities outside the scope of normal board duties. Each
of Messrs. Carr and Transier is also entitled to receive a minimum of $135,000
in monthly fees to the extent either is removed as a director of the Company
without cause. Each of Messrs. Carr and Transier will enter into the Company's
standard form of indemnification agreement between the Company and its directors
and executive officers.
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