Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of William F. Harley III as Chief Executive Officer
On September 16, 2022, The Greenrose Holding Company Inc. (the "Company") board
of directors (the "Board") held a meeting and, at such meeting, the Board
determined it to be in the best interest of the Company to remove, effective
immediately, William F. Harley III as the Company's Chief Executive Officer,
with thanks to Mr. Harley for his efforts and contributions to the Company to
date.
Engagement of SCP as Service Provider with Respect to the Interim CEO and
Interim CEO Support
On September 19, 2022, the Company entered into an engagement agreement (the
"Engagement Agreement") with SierraConstellation Partners LLC ("SCP") to provide
certain management services to the Company. As part of the engagement, Timothy
Bossidy has been appointed as Interim Chief Executive Officer (the "Interim
CEO").
Under the terms of the Engagement Agreement, it is expected that Mr. Bossidy
will serve the Company in his role until January 2023, unless the Engagement
Agreement is terminated sooner or extended pursuant to its terms. Under the
terms of the Engagement Agreement, SCP and Mr. Bossidy will perform all duties
determined as appropriate by the Board. In exchange for the services rendered
under the Engagement Agreement, the Company paid SCP an "evergreen" $60,000
retainer paid to SCP at the execution of this Agreement (the "Retainer"). The
Retainer is to be held by SCP as an advance towards Services and Reimbursable
Expenses (as defined in the Engagement Agreement), including the services of Mr.
Bossidy in the amount of $24,000 per week plus certain other SCP capped services
charged at an hourly rate of $995 per hour. Under the Engagement Letter, SCP
agreed to defer one half of the aggregate weekly fees for the 1st four (4) weeks
of the engagement.
Timothy Bossidy, 34, is a Managing Director at SCP and previously served as
Chief Operating Officer of MedMen, a publicly traded cannabis multi-state
operator, where he and SCP led an operational turnaround and balance sheet
transformation. Mr. Bossidy has previously served in interim management and
financial advisory roles across the cannabis and consumer/retail sectors. Prior
to joining SCP, where he founded the firm's cannabis practice, Mr. Bossidy
served as an investment banker at Goldman Sachs. Prior to joining Goldman Sachs,
Mr. Bossidy served as a fixed income analyst at The Travelers Companies. Mr.
Bossidy received a B.A. in Economics and English from the University of Notre
Dame and an MBA from Kellogg School of Management at Northwestern University.
The description of the Engagement Agreement set forth in this report is
qualified in its entirety by reference to the full text of that document, which
is attached hereto as Exhibit 10.1.
There are no family relationships between Mr. Bossidy and any of the Company's
directors, executive officers or persons nominated or chosen by the Company to
become a director or executive officer. Mr. Bossidy has not engaged in any
related-person transactions required to be disclosed by Item 404(a) of
Regulation S-K under the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
10.01* Engagement Agreement, dated as of September 19, 2022, by and between
The Greenrose Holding Company Inc. and SierraConstellation Partners
LLC.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Pursuant to Item 601(a)(5) of Regulation S-K, schedules and similar
attachments to this exhibit have been omitted because they do not contain
information material to an investment or voting decision and such information
is not otherwise disclosed in such exhibit. The Company will supplementally
provide a copy of any omitted schedule or similar attachment to the U.S.
Securities and Exchange Commission or its staff upon request.
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