Results
Solo Brands Inc.
01/22/2025 | Press release | Distributed by Public on 01/22/2025 16:29
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 January 16, 2025, Julia M. Brown resigned as a member of the Board of Directors (the "Board") of Solo Brands, Inc. (the "Company"), effective January 20, 2025. The Company thanks Ms. Brown for her service.
On January 22, 2025, the Board appointed Elisabeth Vanzura as a member of the Board. Ms. Vanzura will serve as a Class I director with a term expiring at the 2025 annual meeting of stockholders and until her successor is elected and qualified or her earlier death, resignation or removal. The Board also appointed Ms. Vanzura to serve on the Board's Nominating and Corporate Governance Committee. Additionally, in connection with Ms. Brown's resignation, John Larson has been appointed to serve as the chair of the Board's Nominating and Corporate Governance Committee.
Ms. Vanzura, age 60, is the co-founder of GAI Insights, an advisory firm guiding companies on generative AI strategies, since 2023. Ms. Vanzura served as Head of Brand Strategy, Client Lead and Executive Producer for Conductor Productions, a broadcast and digital content creation partner, from March 2020 to June 2023 and Chief Marketing Officer of Rangoon Ruby, a Burnese food chain, from July 2018 to August 2019. She has served in other senior marketing roles at Wahlburgers & Alma Nove, MMB Advertising General Motors and Volkswagen of America. She received her B.S. in Mechanical Engineering from the General Motors Institute (Kettering University) and her M.B.A. from Harvard University. We believe Ms. Vanzura's marketing expertise will be a valuable addition to the Board.
There are no arrangements or understandings between Ms. Vanzura and any other person pursuant to which she was selected as a director, and there are no relationships or transactions in which Ms. Vanzura has an interest requiring disclosure under Item 404(a) of Regulation S-K currently contemplated or since the beginning of the last fiscal year. As a non-employee director of the Company, Ms. Vanzura will participate in the compensation program for non-employee directors which provides for:
•An annual cash retainer of $60,000 for service on the Board;
•An annual cash retainer of $7,500 for service on the Nominating and Corporate Governance Committee;
•An initial award of restricted stock units having an aggregate grant date fair value date of $160,000, pro-rated for the number of days during which she is expected to serve until the next annual meeting of stockholders, that will vest on the date immediately preceding the next annual meeting of stockholders, subject to her continued service on the Board through such date; and
•An annual award of restricted stock units having an aggregate grant date fair value of $160,000 on the date of each annual meeting of stockholders on which Ms. Vanzura will continue to serve on the board that will vest on the earlier of the date immediately preceding the next annual meeting of stockholders or the first anniversary of the grant date, subject to Ms. Vanzura's continued service on the Board through such date.
In addition, the Company expects to enter into its standard indemnification agreements for directors and officers with Ms. Vanzura.