Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
CEO and Board Member Transition
On February 24, 2021, ANGI Homeservices Inc. (the "Company") announced that
Mr. Oisin Hanrahan, Chief Product Officer of the Company, was appointed to
succeed Mr. William B. Ridenour as Chief Executive Officer of the Company and
will be appointed as a member of the Company's Board of Directors, effective
immediately. Mr. Ridenour has also stepped down as a member of the Company's
Board of Directors.
Oisin Hanrahan, 37, has served as Chief Product Officer of the Company since
June 2019. Mr. Hanrahan previously served as Chief Executive Officer of
Handy, Inc. ("Handy"), which the Company acquired in October 2018. Mr. Hanrahan
co-founded Handy in 2012 and served as its Chief Executive Officer since its
founding. Prior to founding Handy, Mr. Hanrahan founded MiCandidate, a service
that provided real time political content to media companies in 25 European
countries, and Clearwater Group, a real estate development business in Budapest,
Hungary. Mr. Hanrahan is also a co-founder and served as a member of the board
of directors of The Undergraduate Awards, a foundation he created in 2009 to
support and celebrate outstanding undergraduate students globally. Mr. Hanrahan
studied at Trinity College Dublin, London School of Economics and Harvard
Business School and also advises a number of startups and runs a small early
stage angel fund.
New Employment Agreement with Mr. Hanrahan
In addition, the Company entered into a new employment agreement with
Mr. Hanrahan on February 24, 2021 (the "Employment Agreement"). The Employment
Agreement has an initial term ending on February 24, 2022 and provides for
automatic renewals for successive one-year terms absent written notice from the
Company or Mr. Hanrahan 90 days prior to the expiration of the then-current
term.
The Employment Agreement provides that Mr. Hanrahan will be eligible to receive
an annual base salary of $550,000, discretionary annual cash bonuses, and such
other employee benefits as may be determined by the Company from time to time.
In addition, Mr. Hanrahan was awarded restricted stock units with a grant date
value of $5,000,000, with 50% vesting on each of the twenty-four month and
thirty-month anniversary of the grant date.
Upon a termination of his employment without cause (as defined in the agreement)
or his resignation for good reason (as defined in the agreement), subject to his
execution and non-revocation of a release of claims in favor of the Company and
compliance with the restrictive covenants set forth in the Employment Agreement:
(i) the Company will continue to pay Mr. Hanrahan his annual base salary for one
year following such termination or resignation, (ii) all Company equity awards
(including any cliff-vesting awards, which will be prorated as though such
awards had an annual vesting schedule) held by him on the date of such
termination or resignation that would have otherwise vested during the one-year
period following such date will vest as of such date (subject to, in the case of
performance-based awards, the satisfaction of the applicable performance
conditions).
Pursuant to his Employment Agreement, Mr. Hanrahan is bound by covenants not to:
(i) compete with the Company's businesses during the term of his employment and
for twenty-four months thereafter and (ii) solicit Company's employees or
business partners during the term of his employment and for twelve months
thereafter. In addition, Mr. Hanrahan has agreed not to use or disclose any
confidential information of the Company or its affiliates.
The foregoing description of the Employment Agreement, is qualified in its
entirety by reference to the full text, copy of which is filed as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated by reference herein.
Marketing Leadership Transition
On February 24, 2021, Ms. Allison Lowrie stepped down as Chief Marketing
Officer. Ms. Lowrie will remain with the Company through April 1, 2021 in order
to ensure a smooth transition. Ms. Lowrie will receive separation benefits
pursuant to her previously filed employment agreement with the Company.
Item 7.01 Regulation FD Disclosure.
On February 24, 2021, the Company issued a press release announcing
Mr. Hanrahan's appointment as Chief Executive Officer. A copy of the press
release is furnished herewith as Exhibit 99.1.
The information contained in this Item 7.01, including Exhibit 99.1, shall not
be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liabilities of that section, and shall not be deemed to
be incorporated by reference into any of the Company's filings under the
Securities Act of 1933, as amended, or the Exchange Act, whether made before or
after the date hereof and regardless of any general incorporation language in
such filings, except to the extent expressly set forth by specific reference in
such a filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit
No. Description
10.1 Employment Agreement between Oisin Hanrahan and ANGI
Homeservices, Inc., dated February 24, 2021.
17.1 William B. Ridenour's Letter of Resignation dated February 24, 2021.
99.1 Press release issued by ANGI Homeservices, Inc. dated February 24,
2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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