Management Change/Compensation - Form 8-K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 24, 2024, the Company's board of directors appointed Eric Deardorff as a director, effective immediately. Mr. Deardorff, 60, has more than 35 years of financial and overall leadership experience encompassing a wide range of industries, company sizes and geographies, including having served as Chief Executive Officer at Garrard, Nicole Farhi, BLK DNM and Wolsey, and as Chief Financial Officer at Waterworks. Mr. Deardorff's financial expertise is both broad and deep, starting at Ernst & Young and Boston Consulting Group and encompassing roles as big-4 external auditor, FP&A, CFO, Treasurer, CEO, M&A, and post-merger integration. Mr. Deardorff has worked extensively with external auditors, corporate boards, rating agencies, bankers, private equity firms, investors, and ERP providers. Mr. Deardorff earned his MBA from Stanford and has been a CPA since 1986.

Mr. Deardorff qualifies as an independent director for purposes of the New York Stock Exchange listing rules.

Mr. Deardorff's compensation for his services as a director will be consistent with that of the Company's other non-employee directors, as described in the Company's annual proxy statement filed with the Securities and Exchange Commission on April 28, 2023.

Mr. Deardorff has also been named as Chair of the Company's Audit Committee, effective immediately, replacing Mark Ein who has served as Chair since July 2021. Mr. Ein will continue as a director of the Company. Mr. Deardorff is qualified to serve as the Company's audit committee financial expert for purposes of the Sections 406 and 407 of the Sarbanes-Oxley Act of 2002.

Mr. Deardorff has entered into an Indemnification Agreement with the Company the form of which has been described above. The Indemnification Agreement is qualified in its entirety by reference to the full text of the Indemnification Agreement. The form of Indemnification Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

There are no related party transactions between Mr. Deardorff and the Company that would require disclosure under Item 404(a) of Regulation S-K, and there is no family relationship between Mr. Deardorff and any of the Company's executive officers or other directors.