Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
As previously announced, on March 30, 2022, Porch Group, Inc. (the
“Company”) mutually agreed with Martin Heimbigner, Chief Financial
Officer of the Company (the “Executive”), to begin a search for the
Executive’s successor and entered into a transition arrangement.
The Company engaged an independent executive search firm to assist
in sourcing qualified candidates and expects to retain a new Chief
Financial Officer during 2022.
On August 9, 2022, the Company approved a second amendment (the
“CFO Offer Letter Amendment”) to the offer letter, effective June
15, 2020, as amended on February 11, 2022 (the “CFO Offer Letter”)
with the Executive. A summary of the material terms of the CFO
Offer Letter Amendment is set forth below and is qualified in its
entirety by reference to such amendment, a copy of which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.
CFO Offer Letter Amendment
Base Salary: Effective
October 1, 2021, Executive’s annual base salary was increased to
$390,000 (previously $350,000).
Programs: The CFO Offer Letter Amendment provides that
Executive is eligible for participation in certain incentive
programs, as follows:
In order to continue to
facilitate an orderly transition to a new Chief Financial Officer,
a 2022 transition cash bonus program of $250,000.00 in the
aggregate, with 40% earned upon timely filing of the Company’s
Quarterly Report on Form 10-Q for the three months ended September
30, 2022 (such timely filing, the “10-Q Event”) and, subject to the
Company electing to extend the Executive’s transition services
thereafter, 60% earned upon timely filing of the Company’s Annual
Report on Form 10-K for the twelve months ended December 31, 2022
(such timely filing, the “10-K Event”).
In addition, given Executive’s contributions to the Company thus
far in 2022 and those anticipated to occur thereafter, a short-term
incentive cash bonus program with a target bonus of $205,000 per
360-day period, subject to a maximum payout of $247,708.
In each case, Executive must remain continuously employed in good
standing through the applicable milestone date as a condition to
earn the bonus.
Stock Option Exercise Period
Extensions: Executive’s nonqualified stock option awards
that were issued pursuant to the CFO Offer Letter that are vested
and outstanding on each of September 30, 2022, the 10-Q Event and
the 10-K Event will be exercisable, depending on the milestone
achieved, for between 1 year and 2 years and 90 days following
separation of employment from the Company (previously, such period
generally was 90 days following separation of employment). In each
case, Executive must remain continuously employed in good standing
through the applicable milestone date as a condition to any
extension of the option exercise period.
Severance: The CFO Offer Letter Amendment
provides that, upon specified
severance events and subject to a customary mutual release, certain
bonus compensation will be paid in full and the applicable stock
options will be exercisable for 2 years and 90 days following
separation of employment.
Financial Statements and