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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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As previously disclosed, on February 2, 2018, Ditech Holding Corporation (the “Company”) announced that Anthony N. Renzi, the
Company’s Chief Executive Officer and President, would be leaving the Company at such time that the Company identified a permanent or interim successor.
On February 20, 2018, the Company announced that, effective February 20, 2018, Jeffery P. Baker will commence service as the
Company’s Interim Chief Executive Officer and President (“Interim CEO”). Mr. Baker will also continue to serve in his current role as President of Reverse Mortgage Solutions, Inc., a subsidiary of the Company (“RMS”),
but will no longer serve as the Company’s Chief Operations Officer.
Mr. Baker, age 55, previously served as Chief Operations
Officer of the Company since December 2017. He has served as President of RMS since October 2016, and served in various other capacities for the Company from July 2015 to October 2016. Mr. Baker came to the Company with more than 18 years of
experience as a senior executive and board member of both public and private companies. Mr. Baker spent the majority of his career as a Partner with PricewaterhouseCoopers (“PwC”) in a variety of client facing roles with some of the
firm’s key clients as well as serving as a Partner in the Chairman’s office and member of the Executive Leadership Team for PwC Consulting. Prior to joining the Company as an employee, Mr. Baker was the
co-founder
and chief executive officer of Mayday Capital Advisors, LLC, a turnaround and restructuring firm, from 2015 to 2016. From 2011 to 2015, Mr. Baker served as the Turnaround and Restructuring
Practice leader for Wipfli LLP, a business consulting, accounting and professional services firm. In his capacity as a turnaround professional he has served as president, chief executive officer and board member for a number of both private and
public companies. Mr. Baker received his Bachelors of Business Administration from Texas A&M University and completed the Executive Program, M&A at Kellogg Graduate School of Management.
In connection with his appointment as Interim CEO, Mr. Baker and the Company entered into a Letter Agreement (the “Letter
Agreement”), pursuant to which Mr. Baker will receive an annual base salary of $420,000 and a signing bonus of $50,000. Mr. Baker will also be eligible for a performance bonus of up to $150,000, based upon the creation of certain
targets and action plans by Mr. Baker and progress made towards achieving such targets and action plans, in each case as assessed by the Board of Directors of the Company (the “Board”) within 120 days of Mr. Baker’s
appointment as Interim CEO. In addition, Mr. Baker will be eligible to receive an annual cash incentive bonus, with a target value of $550,000 for 2018 based on the satisfaction of objectives to be established by the Board. Mr. Baker will
also be eligible to participate in the Company’s long-term incentive plan in a manner to be determined by the Board. Mr. Baker’s Letter Agreement replaces and supersedes the terms of his prior letter agreement with the Company, dated
May 24, 2017, but does not alter or supersede the terms of his Key Employee Retention Bonus letter with the Company, dated August 18, 2017.
In connection with Mr. Renzi’s departure, Mr. Renzi and the Company entered into a Resignation Letter Agreement (the “Resignation
Letter”), pursuant to which Mr. Renzi resigned from his role as Chief Executive Officer and President of the Company as well as all other positions with the Company and its subsidiaries, effective February 20, 2018. Mr. Renzi also agreed
in the Resignation Letter to forgo any rights under his prior Employment Agreement, dated August 8, 2016. Pursuant to the Resignation Letter, subject to Mr. Renzi executing and delivering a Release of Claims in the form provided to Mr. Renzi,
the Company waived its rights to seek from Mr. Renzi
re-payment
of amounts previously paid to Mr. Renzi
2
pursuant to a Key Employee Retention Bonus letter agreement, dated September 1, 2017, and an additional penalty payment the Company was entitled to receive under such agreement.
Mr. Renzi agreed that his obligations pursuant to that certain Confidentiality,
Non-Interference,
and Invention Assignment Agreement with the Company, dated August 18, 2016, will continue in full
force and effect, except that the Company and Mr. Renzi agreed to revised
non-competition
and other restrictive covenants that, among other things, limit such non-competition covenant to an exclusive list
of companies and governmental entities at which, for a period of one year, Mr. Renzi is prohibited from becoming employed or providing services.