Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 4, 2023, Katherine Verner informed us of her decision to resign as a
director effective April 6, 2023. Her decision to resign is not based upon any
disagreements between us and Ms. Verner.
Ms. Verner was a TOBI III SPE I LLC (TOBI) director designee as such right is
held by TOBI pursuant to the Stockholders Agreement dated as of January 16, 2020
and the Securities Purchase Agreement dated April 5, 2020. TOBI is an affiliate
of the funds, general and limited partners and members that beneficially own
approximately 37% of our common stock.
In connection with Ms. Verner's resignation, TOBI requested our Board to elect
Omar Maasarani as a new director.
On April 7, 2023, our Board of Directors elected Mr. Maasarani as a new
independent member of our Board.
Mr. Maasarani, 37, is a portfolio manager at Pacific Investment Management
Company LLC (PIMCO) focused on originating, executing, and managing private
equity and structured equity investments as part of the firm's alternatives
investing complex. Prior to joining PIMCO in 2018, Mr. Maasarani spent nearly a
decade with Morgan Stanley, most recently as a vice president with the firm's
private equity investing team. At Morgan Stanley, he executed and managed over a
dozen investments across the technology, business services, and consumer
sectors. Earlier in his career, Mr. Maasarani worked in the financial services
investment banking advisory group at Morgan Stanley and in asset management at
Goldman Sachs. He has 16 years of investment and financial services experience
and holds a bachelor's degree from Rutgers University.
Mr. Maasarani also replaces Ms. Verner as the Board's director nominee to be
voted upon at our May 19, 2023 Annual Meeting of Shareholders. Proxies cast for
Ms. Verner will instead be voted for Mr. Maasarani.
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