Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Jason Eustace, the Chief Financial Officer of CuriosityStream, Inc. (the
"Company"), has notified the Company of his decision to resign his position to
pursue another opportunity, effective as of the close of business on May 20,
2022.
The Company has appointed Peter Westley, age 58, to serve as the Company's Chief
Financial Officer, effective May 21, 2022. Mr. Westley was a non-voting board
observer on the Board of Directors of Curiosity Inc. from March 2019 until
August 2020. Mr. Westley was most recently with public and private equity
investment firm Blum Capital Partners, where he primarily focused on the media
and technology sectors and served as Partner and Managing Partner from 2012
until earlier this year. He also serves as the Chairman at Avid Technology, Inc.
and was formerly a director at Payless Holdings LLC. He holds a B.A. from
Dartmouth College and an MBA from Stanford Graduate School of Business. There is
no family relationship between Mr. Westley and any director or executive officer
of the Company and he has no direct or indirect material interest required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
Pursuant to the terms of an offer letter between the Company and Mr. Westley,
Mr. Westley's annual rate of base salary will be $310,000, and his annual
incentive target will be 50% of his annual base salary, with the annual
incentive amount to be calculated based on the Company's performance against
approved budgets and business goals and prorated to reflect the portion of the
year in which Mr. Westley was employed by the Company, but will not be less than
$90,000 in any given year, including 2022. The foregoing description is
qualified in its entirety by reference to the terms of the employment letter,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference. Mr. Westley will not become a participant in
the CuriosityStream Inc. Severance Pay Plan for Executive Officers and will not
be eligible to participate in the CuriosityStream Inc. Severance Pay Plan.
In addition, the Compensation Committee approved the grant of 221,904 stock
options and 288,271 restricted stock units ("RSUs") on May 21, 2022 under the
Company's Omnibus Incentive Plan (the "Plan") to Mr. Westley. The first $100,000
of stock options (measured by the Fair Market Value (as defined in the Plan) of
the shares underlying the options) that are scheduled to vest in any calendar
year with respect to Mr. Westley are treated as incentive stock options to the
extent permitted under applicable law and, under the Plan, the remaining stock
options are treated as non-qualified stock options. The exercise price of the
stock options granted is $1.62, the Fair Market Value on the grant date as
provided in the Plan. All of the stock options and the RSUs will vest in equal
increments of one quarter of the shares of Company common stock subject to the
grants on each of the first, second, third and fourth anniversary of the grant
date, subject to Mr. Westley's continued employment on each such anniversary of
the grant date. The stock options and RSUs will immediately vest in full upon
Mr. Westley's death or Disability (as defined in the Plan). The stock options
and RSUs will fully vest if Mr. Westley's employment is involuntarily terminated
without Cause (as defined in the Plan) following a Change in Control (as defined
in the Plan).
A copy of the press release announcing Mr. Westley's appointment and
Mr. Eustace's resignation is furnished as Exhibit 99.1 to this Current Report on
Form 8-K.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Offer Letter between CuriosityStream Inc. and Peter Westley, dated
May 21, 2022.
99.1 CuriosityStream, Inc. Press Release dated May 23, 2022.
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