Item 1.02 Termination of a Material Definitive Agreement.
The disclosure under Item 5.02 of this current report on Form 8-K is
incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 18, 2022, Andrew LaBenne tendered his resignation from his position as
Chief Financial Officer of Bakkt Holdings, Inc. (the "Company"), to be effective
as of May 23, 2022. Mr. LaBenne's resignation did not result from any
disagreement with the Company. Mr. LaBenne is departing on good terms and will
serve as a consultant to the Company through June 17, 2022, through which time
his existing compensation arrangements will remain in place.
In connection with Mr. LaBenne's resignation, Mr. LaBenne's Employment Agreement
with the Company has been terminated.
On May 19, 2022, the Company appointed its Chief Accounting Officer, Karen
Alexander (age 51), as interim Chief Financial Officer and interim Principal
Financial Officer to be effective as of May 23, 2022. Ms. Alexander began
serving as the Chief Accounting Officer of the Company in connection with the
closing of its business combination with VPC Impact Acquisition Holdings in
October 2021, after serving in the same position with Bakkt Holdings, LLC (the
Company's predecessor) since June 2021. Prior to joining the Company,
Ms. Alexander worked at GE Capital from October 2004 to April 2021 in finance
and accounting roles of increasing responsibility, most recently serving as
Global Technical Controller from January 2017 to April 2021. Ms. Alexander began
her career as an external auditor with Arthur Andersen LLP and Ernst & Young
LLP. She holds a bachelor's degree in accounting from Miami University (Ohio).
There are no arrangements or understandings between Ms. Alexander and any other
persons in connection with Ms. Alexander's appointment as interim Chief
Financial Officer and interim Principal Financial Officer. There are also no
familial relationships between Ms. Alexander and any director or executive
officer of the Company and Ms. Alexander has no direct or indirect interest in
any transaction or proposed transaction required to be disclosed pursuant to
Item 404(a) of Regulation S-K. The amount of additional compensation, if any,
for Ms. Alexander as a result of her appointment as interim Chief Financial
Officer and interim Principal Financial Officer, will be determined at a later
date.
In connection with Ms. Alexander's appointment, the Company plans to enter into
its standard form of director and officer indemnification agreement with
Ms. Alexander, providing for indemnification and advancement of expenses. The
foregoing description of the indemnification agreement is qualified in its
entirety by reference to the full text of such agreement, the form of which was
filed as Exhibit 10.7 to the Company's Current Report on Form 8-K, filed with
the SEC on October 21, 2021, and incorporated in this Item 5.02 by reference.
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