Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b), (d) Departure and Appointment of Directors to the Board
On August 10, 2022, Jeffrey Coats notified the Board of Directors (the "Board")
of Fathom Holdings Inc. (the "Company") that he is resigning from the Board. Mr.
Coats' resignation from the Board, effective August 10, 2022, did not arise from
any disagreement with the Company, any member of the Board, or Company
management regarding any matter related to the Company's operations, policies,
practices, or otherwise.
On August 12, 2022, the Board appointed Scott N. Flanders as a member of the
Board, effective immediately, to fill the vacancy created by Mr. Coats'
resignation. Mr. Flanders will serve as a director until the Company's 2022
annual meeting of shareholders or until his successor is duly elected and
qualified.
Effective as of August 12, 2022, Mr. Flanders also joined the Board's
Compensation Committee, which is now comprised of Mr. Flanders (Chair),
Christopher Bennet and David Hood.
Mr. Flanders, age 65, served as Chief Executive Officer of eHealth, Inc.
(Nasdaq: EHTH) from May 2016 to October 2021, including as a member of its board
of directors from February 2008 to October 2021. From July 2009 to May 2016, he
served as Chief Executive Officer of Playboy Enterprises, Inc., including as a
member of its board of directors from July 2009 to December 2019. From January
2006 to June 2009, Mr. Flanders served as the President and Chief Executive
Officer of Freedom Communications, Inc., including as a member of its board of
directors from 2001 to 2009. From September 1999 to July 2005, he served as
Chairman and Chief Executive Officer of Columbia House Company, which was
acquired by Bertelsmann AG in July 2005. Mr. Flanders also currently serves on
the board of directors of Deepwell, Inc., 890 5th Avenue Partners, Inc. and 200
Park Avenue Partners, LLC and served as a strategic board advisor to both
AloeCare Health, Inc. and BetterHealth. Mr. Flanders received a B.A. degree in
economics from the University of Colorado and a J.D. from Indiana University. He
is also a Certified Public Accountant. The Board believes that Mr. Flanders's
executive management and operations expertise, and background in law and
accounting, qualifies him to serve as one of its directors.
There are no arrangements or understandings between Mr. Flanders and any other
person pursuant to which he was selected as a director of the Company, and there
is no family relationship between Mr. Flanders and any of the Company's other
directors or executive officers. As a non-employee director of the Company, Mr.
Flanders will receive the same cash and equity compensation as each of the
Company's other non-employee directors.
There are no related party transactions between Mr. Flanders and the Company,
and the Board believes that Mr. Flanders satisfies the independence requirements
of Rule 5605(a)(2) of the NASDAQ Stock Market listing and Rule 10A-3 under the
Securities Exchange Act of 1934, as amended.
Item 8.01 Other Events.
On August 16, 2022, the Company issued a press release to report the appointment
of Mr. Flanders to the Board. A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit Description
99.1 Press Release of Fathom Holdings, Inc., dated August 16, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
© Edgar Online, source Glimpses
FATHOM HOLDINGS INC. 
