Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d) Election of Directors
On March 15, 2021, the Board of Directors (the "Board") of Benefitfocus, Inc.
(the "Company") appointed Coretha M. Rushing as a Class II director to hold
office until the Company's 2021 annual meeting of stockholders or until her
successor is duly elected and qualified.
As previously disclosed, the Company retained Egon Zehnder, a global executive
search firm, to identify and evaluate additional Board candidates. While the
Board's Nominating and Governance Committee has not formulated any specific
minimum qualifications for director candidates, it has determined certain
desirable characteristics including strength of character, mature judgment,
career specialization, relevant technical skills, independence, and diversity.
After conducting a broad and thorough process, the Nominating and Governance
Committee recommended Ms. Rushing for appointment to the Board.
The Board has determined that Ms. Rushing is an independent director under the
relevant SEC and Nasdaq rules. Accordingly, following Ms. Rushing's appointment,
the Board remains majority independent. Effective as of March 23, 2021, Ms.
Rushing also will join the Board's Audit Committee, which will then be comprised
of Francis J. Pelzer V (Chair), Douglas A. Dennerline and Ms. Rushing.
On March 15, 2021, Ms. Rushing entered into an Independent Director Compensation
Agreement in substantially the form filed by the Company with the SEC as Exhibit
10.21 to its Form 8-K on June 23, 2014. Ms. Rushing will be compensated in
accordance with the Company's compensation program for independent directors set
forth in its definitive proxy statement for the 2020 annual meeting of
stockholders filed with the SEC on April 29, 2020, including an initial grant of
$200,000 worth of restricted stock units under the Company's Second Amended and
Restated 2012 Stock Plan, as amended.
Ms. Rushing, age 64, is Managing Director of Merryck & Co. Americas, LLC, a
global executive coaching and mentoring firm. From May 2006 to December 2019,
she was Corporate Vice President and Chief Human Resources Officer of
Equifax Inc. (NYSE: EFX). Prior to that, from April 1996 to June 2005, she was
Senior Vice President, Chief Human Resources Officer at The Coca-Cola Company
(NYSE: KO). Ms. Rushing currently serves on the board and compensation committee
of 2U, Inc. (Nasdaq: TWOU) and is an external board advisor for Spencer Stuart
Consulting Firm. She also is board, chair emeritus for The Society for Human
Resource Management. Ms. Rushing holds a B.S. in Industrial Psychology from East
Carolina University and an M.Ed. in Human Resources and Counseling from The
George Washington University.
There have been no transactions in which the Company has participated and in
which Ms. Rushing had a direct or indirect material interest that would be
required to be disclosed under Item 404(a) of Regulation S-K.
A copy of the press release regarding the appointment of Ms. Rushing to the
Board is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press release dated March 16, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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