06/16/2025 | Press release | Distributed by Public on 06/16/2025 14:37
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Timothy R. Pohl as Independent Trustee
Pursuant to the recommendation of the Nominating and Governance Committee, our Board of Trustees, or the Board, elected Timothy R. Pohl as an Independent Trustee initially on June 11, 2025 with a term expiring at our 2025 annual meeting of shareholders, or the 2025 Annual Meeting, and, upon the conclusion of the 2025 Annual Meeting, with a term expiring at our 2026 annual meeting of shareholders. Mr. Pohl has been appointed to serve on the Compensation Committee and a newly formed special committee of the Board.
Mr. Pohl, age 58, is the founder of TRP Advisors, LLC, where he currently serves as Senior Advisor and Consultant advising companies, financial institutions, and private equity firms on distressed situations, portfolio challenges and acquisition opportunities. Prior to founding TRP Advisors in 2019, he was a Managing Director in the Restructuring and Capital Solutions Group at Lazard, Freres & Co. LLC from 2009 to 2019, and earlier, was a partner and co-head of the global corporate restructuring practice at Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Pohl has served on the board of directors of TPI Composites, Inc. since 2025 and served on the board of directors of Mondee Holdings, Inc. from 2024 to 2025 and Libbey, Inc. from May to November 2020 and a number of boards of privately owned companies. Mr. Pohl received a B.A. from Amherst College and a J.D. from the University of Chicago School of Law.
The Board concluded that Mr. Pohl is qualified to serve as an Independent Trustee in accordance with the requirements of The Nasdaq Stock Market LLC, the Securities and Exchange Commission, or the SEC, and our governing documents. There is no arrangement or understanding between Mr. Pohl and any other person pursuant to which Mr. Pohl was selected as a Trustee. There are no transactions, relationships or agreements between Mr. Pohl and us that would require disclosure pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended. Mr. Pohl does not have a family relationship with any member of the Board or any of our executive officers.
In connection with Mr. Pohl's election as an Independent Trustee, we have agreed to pay as trustee fees to Mr. Pohl (a) $50,000 per month, (b) a per diem amount of $7,500 under certain specified limited circumstances, and (c) reimbursement of all reasonable and documented expenses incurred in connection with his service as an Independent Trustee, in each case, until the termination of his service as an Independent Trustee. We will also enter into an indemnification agreement with Mr. Pohl, which agreement will be on substantially the same terms as the indemnification agreements we have entered with our other Trustees and executive officers. We have previously filed a form of indemnification agreement as Exhibit 10.8 to our Annual Report on Form 10-K for the year ended December 31, 2023, which form is incorporated herein by reference.