Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of April 4, 2023, Thomas Staggs, Kevin Mayer, Keith L. Horn and
Salil Mehta resigned as members of the Board of Directors (the "Board") of
Forest Road Acquisition Corp. II (the "Company"). Messrs. Staggs and Mayer also
resigned as Co-Chief Executive Officers of the Company. The resignations were
not the result of any disagreement with management or the Board on any matter
relating to the Company's operations, policies or practices.
Effective as of April 6, 2023, the Board appointed: (i) Zachary Tarica as
Chairman of the Board and Chief Executive Officer of the Company and (ii) Idan
Shani, Ms. Gondipalli and Mr. Strauss as members of the Board. Each of Pallavi
Gondipalli and Daniel Strauss qualify as independent directors and will also
serve as members of the Audit Committee, the Compensation Committee and the
Nominating and Governance Committee of the Board.
The experience of our directors and executive officers is as follows:
Zachary Tarica has served as the Company's Chief Operating Officer since
inception. Mr. Tarica is currently the founder and Chief Executive Officer of
The Forest Road Company, LLC (the "Forest Road"). Since its founding in May
2017, Forest Road has expanded its specialty finance platform across blockchain,
digital assets, technology, entertainment, real estate, renewable energy tax
credit lending, film tax credit administration, and tax credit brokerage. Mr.
Tarica previously served as the Chairperson of the board of directors and Chief
Investment Officer of Forest Road Acquisition Corp. (NYSE: BODY) from September
2020 to June 2021. Prior to establishing Forest Road, Mr. Tarica served as a
Credit Analyst at Brookfield Asset Management from June 2014 to May 2018. From
2008 to 2014, Mr. Tarica worked for Deutsche Bank as a distressed desk analyst
focused on investing in special situations in the energy and infrastructure
sectors. Mr. Tarica holds a B.S. degree in Business with a minor in
Organizational Communications from Northeastern University.
Idan Shani has served as the Company's Chief Financial Officer since inception.
Since October 2018, Mr. Shani has served as the Chief Financial Officer and
Chief Operating Officer of Forest Road. Mr. Shani served as the Chief Operating
Officer of FRX I from September 2020 to June 2021. Prior to joining Forest Road,
he was President and Head of Research of Antarctica Asset Management (U.S.),
Inc. ("Antarctica") and its predecessor Antarctica Asset Management LLC, a
global hedge fund solutions firm. He remains involved at Antarctica as a senior
independent member of the investment and allocation committee with reporting
duties to the board of directors. He was a research analyst at Ivy Asset
Management, a firm owned by BNY Mellon, from June 2005 to June 2008, focusing on
credit strategies. He currently leverages his experience as a hedge fund
allocator offering essential financial and administrative controls to oversee
the build-out of all blockchain-based businesses and platforms. Mr. Shani holds
a B.A. degree in Economics with a Division of Studies in Management (summa cum
laude) from The Open University of Israel.
Pallavi Gondipallisince January 2023 has served as a strategic advisor to
investment funds and company founders in frontier asset classes where investor
sponsorship is less developed. From July 2020 to April 2022, Ms. Gondipalli was
a Managing Partner at CoinFund, a crypto venture capitalist founded in 2015,
where she spearheaded capital formation for pre-seed and seed, series A and
liquid token strategies. Prior to CoinFund, Ms. Gondipalli served as Co-Head of
Investor Relations & Marketing from May 2017 to July 2020 at Luminus
Management, a specialist energy fund. From July 2015 to May 2017, Ms. Gondipalli
was a Director of Investor Relations at LS Power (former parent company of
Luminus) where she served in a senior capital formation role for their power
private equity business, related power asset offerings and the Luminus hedge
fund strategy. From May 2010 to May 2015, Ms. Gondipalli was a Vice President in
capital formation at One William Street, an investor in the structured credit
asset class covering RMBS, CMBS and non-mortgage consumer backed assets. From
February 2008 to April 2010, Ms. Gondipalli was an Associate with Millennium
Global, an alternatives manager. From 2002 to 2006, Ms. Gondipalli was a public
accountant with Ernst & Young in both Chicago and London. Ms. Gondipalli
holds an MBA in finance from the Wharton School of Business and a BBA in
Accounting (CPA) from Emory University (Goizueta Business School).
Daniel Strauss has been serving as the Chief Executive Officer of GlassBridge
Enterprises (OTC:GLAE), a publicly traded asset management company, since March
2019. Prior to that, Mr. Strauss served as GlassBridge's Chief Operating Officer
from March 2017 to December 2019. From March 2019 to June 2021, Mr. Strauss
served as Chief Executive Officer of Adara Enterprises Corp., an asset
management firm and subsidiary of GlassBridge. In April 2021, Adara filed a
prepackaged chapter 11 plan of reorganization. Mr. Strauss has served as a
member of the board of directors of ARRIVE, the venture capital arm of
RocNation, since March, 2017. Mr. Strauss served as a Portfolio Manager at
Clinton Group Inc., an alternative investment management firm, from August 2010
to December 2019. At Clinton, Mr. Strauss was responsible for evaluating and
executing private equity transactions across a range of industries and the
ongoing management and oversight of Clinton's portfolio investments. From 2008
to 2010, he worked for Angelo, Gordon & Co., a diversified investment manager,
as a member of the firm's private equity and special situations area. Mr.
Strauss was previously with Houlihan Lokey, an investment bank, where he focused
on mergers and acquisitions from 2006 to 2008. Mr. Strauss served on the boards
of directors of Pacific Mercantile Bancorp (NASDAQ: PMBC) from 2011 until 2015
and Community Financial Shares, Inc. (OTC: CFIS) from 2012 until its sale to
Wintrust Financial Corporation in 2015. Mr. Strauss received a Bachelor of
Science in Finance and International Business from the Stern School of Business
at New York University.
There are no related-party transactions in which the new directors or any of
their immediate family members has an interest that would require disclosure
under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description of Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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