Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Transition Arrangements with Emile Haddad
On August 23, 2021, Five Point Holdings, LLC (the "Company") announced that its
Founder, Chairman, Chief Executive Officer and President, Emile Haddad, will
step down and transition from such positions effective September 30, 2021. In
connection with this transition, Mr. Haddad will continue to serve as a member
of the Company's Board of Directors (the "Board") and as Chairman Emeritus.
Also on August 23, 2021, Mr. Haddad and the Company entered into an employment
transition agreement, whereby Mr. Haddad will continue in his current positions,
at his current compensation levels, until September 30, 2021. Given his value to
the Company going forward, Mr. Haddad and the Company also entered into an
advisory agreement with an initial term of three years, which will become
effective immediately following his transition. In his role as a senior advisor,
Mr. Haddad will focus on enhancing the Company's communities to stay true to the
Company's vision and will maintain critical relationships at the state and local
level, as well as focusing on new ventures and initiatives the Company may
consider pursuing in order to enhance shareholder value. Under the advisory
agreement, Mr. Haddad will receive a monthly retainer of $416,666.66 and his
existing equity awards will continue to vest in accordance with their terms. In
the event of an involuntary termination of the advisory agreement by the Company
other than for cause or by Mr. Haddad for good reason, Mr. Haddad's death or
disability, or a change in control of the Company, Mr. Haddad will remain
eligible to receive the remaining payments under the advisory agreement for its
then-current term (or, in the case of death or disability, for a period of 12
months (but in no event beyond the then-current term)), and his equity awards
will accelerate (or remain eligible to vest, in the case of his
performance-based equity awards).
The foregoing descriptions of the employment transition agreement and the
advisory agreement do not purport to be complete and are qualified in their
entirety by reference to the full text of the employment transition agreement
and advisory agreement, which will be filed as exhibits to the Company's Form
10-Q to be filed for the quarter ending September 30, 2021 and are incorporated
herein by reference.
Appointment of Executive Chairman and President
Concurrent with these changes, the Board elected Stuart Miller to the newly
created position of Executive Chairman and elected Lynn Jochim as President of
the Company in addition to retaining her position as Chief Operating Officer, in
each case effective September 30, 2021. Ms. Jochim will also serve as interim
"principal executive officer" of the Company within the meaning of the rules and
regulations promulgated by the Securities and Exchange Commission. No new
compensatory arrangements will be entered into with Mr. Miller or Ms. Jochim in
connection with these appointments.
Ms. Jochim was named our Co-Chief Operating Officer in March 2018 and became our
sole Chief Operating Officer in March 2020. From May 2016 until her appointment
as Co-Chief Operating Officer, Ms. Jochim served as our Executive Vice
President. From 2009 until May 2016, Ms. Jochim worked for our management
company, Five Point Communities Management, Inc., being principally responsible
for Great Park Neighborhoods. There is no arrangement or understanding between
Ms. Jochim and any other person pursuant to which Ms. Jochim will serve as
President and Chief Operating Officer of the Company. There are no family
relationships between Ms. Jochim and any director, executive officer or person
nominated or chosen by the Company to become a director or executive officer and
no transactions in which Ms. Jochim has an interest requiring disclosure under
Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release, dated August 23, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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