Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
MarketWise, Inc. (the "Company" or "MarketWise") has appointedAmber Mason to serve as Chief Operating Officer of the Company, effective as ofJanuary 10, 2023 .Ms. Mason , age 43, joinedMarketWise in 2006, and has worked at multiple levels of the business. SinceApril 1, 2022 ,Ms. Mason has served as Vice President, Business Development. She previously served as Managing Partner ofLegacy Research Group , a leading subsidiary of the Company, fromJanuary 2016 toAugust 2021 . In connection withMs. Mason's appointment as Chief Operating Officer, the Compensation Committee of the Company's Board of Directors (the "Committee") approved an annual base salary forMs. Mason equal to$500,000 , pro-rated for her part-time employment status.Ms. Mason will also be eligible for a discretionary cash bonus for 2023. In addition, in connection with her appointment as Chief Operating Officer,Ms. Mason has been designated by the Committee as a participant in the Company's Executive Severance Plan which was adopted onDecember 16, 2022 (the "Severance Plan"), pursuant to which, in the event of the termination ofMs. Mason's employment by the Company without Cause orMs. Mason's resignation for Good Reason (each as defined in the Severance Plan),Ms. Mason will be entitled to receive (i) a lump-sum cash payment equal to 1.25 times her base salary (1.5 times her base salary if such termination occurs during the Change in Control Protection Period (as defined in the Severance Plan)), (ii) a pro-rated portion of her Target Cash Bonus (as defined in the Severance Plan) for the year of termination (1.5 times her Target Cash Bonus if such termination occurs during the Change in Control Protection Period), (iii) healthcare continuation coverage or reimbursement of premiums for 18 months following termination, and (iv) continued vesting of outstanding time-based equity awards (acceleration of vesting of outstanding time-based equity awards if such termination occurs during the Change in Control Protection Period), in each case, subject toMs. Mason's execution and non-revocation of a release of claims andMs. Mason's continued compliance with applicable restrictive covenants, including 18 month post-termination non-competition and non-solicitation covenants and perpetual confidentiality covenants. The Severance Plan also provides that, in the event of the termination ofMs. Mason's employment due to death or Disability (as defined in the Severance Plan),Ms. Mason will be entitled to receive (i) healthcare continuation coverage or reimbursement of premiums for 18 months following termination, and (ii) acceleration of vesting of outstanding time-based equity awards. The foregoing description of the applicable terms and conditions of the Severance Plan is qualified in its entirety by the full text of the Severance Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
There are no arrangements or understandings between
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits. Exhibit No. Description 10.1MarketWise, Inc. Executive Severance Plan 104 Cover Page Interactive Data File (embedded within
the Inline XBRL document).
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