Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 4, 2022 Kieran J. McGrath notified Avaya Holdings Corp. (the
"Company") of his intent to retire as the Company's Executive Vice President and
Chief Financial Officer. Mr. McGrath has agreed to continue with the Company in
an advisory capacity until December 1, 2022, to assist with the transition of
his duties.
In connection with Mr. McGrath's retirement, the Company's board of directors
(the "Board") appointed Becky Roof as the Company's interim Chief Financial
Officer and Principal Financial Officer. Ms. Roof, age 67, has been a Managing
Director of AlixPartners, LLP, a global consulting firm, since 2000. She
previously served as Interim Chief Financial Officer of Lordstown Motors Corp.
(Nasdaq: RIDE), the Eastman Kodak Company (NYSE: KODK), Hudson's Bay Company,
Aceto Corp. and Anchor Glass Corporation, among other public and privately held
entities. In addition, Ms. Roof currently serves on the advisory board of Texas
Wall Street Women and is a member of the United Way Women's Initiative in
Houston, Texas.
In connection with Ms. Roof's appointment, the Company entered into an Agreement
for the Provision of Interim Management Services (the "Management Services
Agreement") with AP Services, LLC ("APS"), a subsidiary of AlixPartners, LLP.
The Management Services Agreement provides that Ms. Roof will serve as the
Company's interim Chief Financial Officer at a rate of $225,000 per month.
There are no other arrangements or understandings between Ms. Roof and any other
person pursuant to which she was appointed as interim Chief Financial Officer of
the Company. In addition, there are no family relationships between Ms. Roof and
any director or executive officer of the Company and she has no direct or
indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
On November 7, 2022 the Company announced that Shefali Shah, the Company's
Executive Vice President and Chief Administrative Officer, will take on
responsibilities in connection with strategic initiatives to be implemented
under the direction of Alan Masarek, the Company's President and Chief Executive
Officer, and that Vito Carnevale, the Company's General Counsel, will report to
Mr. Masarek. All of the changes discussed above will be effective November 9,
2022.
Item 7.01. Regulation FD Disclosure.
On November 7, 2022, the Company issued a press release announcing the changes
in its senior leadership team described above.
This information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Exhibit Name
99.1 Press Release, dated November 7, 2022, entitled "Avaya Announces
Changes to Executive Leadership Team"
104.0 Cover Page Interactive Data File (formatted as inline XBRL)
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