Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
On January 11, 2022, Jeffrey Gary notified Fusion Acquisition Corp. II (the
"Company") of his intention to resign from the Company's board of directors (the
"Board") and as the Company's Chief Financial Officer, effective January 11,
2022. Mr. Gary did not advise the Company of any disagreement with the Company
on any matter relating to its operations, policies or practices.
On January 12, 2022, the Board of the Company appointed Erik Thoresen as Chief
Financial Officer and as a director of the Company, effective January 12, 2022.
Mr. Thoresen will serve as a Class III director of the Company with a term
expiring at the Company's third annual meeting of stockholders following the
Company's initial public offering.
Mr. Thoresen, 49, is the chief business development officer, since July 2021, of
Glass House Group, Inc. ("Glass House") (OTC: GLASF), a vertically integrated
consumer packaged goods cannabis company, where he advised Glass House on its
business combination with Mercer Park Brand Acquisition Corp. Since February
2021, Mr. Thoresen has also been a manager of Reflective Partners Fund I, LLC, a
fund dedicated to investing in SPAC sponsor teams that are focused on FinTech,
healthcare, technology, media and telecom sectors. From January 2019 to March
2021, Mr. Thoresen was the vice president of mergers and acquisitions and real
estate of Harvest Health and Recreation, Inc. (CSE: HARV, OTCQX: HRVSF), a
multi-state cannabis company that is now part of Trulieve. Previously, from
November 2013 to July 2018, Mr. Thoresen was the chief operating officer and
executive vice president of Jonathan D. Pond, LLC, a wealth management firm, and
prior to that held executive roles at BNY Mellon and E*TRADE. Mr. Thoresen is a
Chartered Financial Analyst Charterholder, and previously served on the board of
directors of Sport-Haley, Inc. from 2010 to 2013 where he served as chairman of
the audit committee and on the investment committee at various times. He
received his Bachelor of Arts in International Relations from Syracuse
University in 1994, and his Master of Business Administration from the Darden
School at the University of Virginia in 2000.
On January 12, 2022, the Company entered into an indemnity agreement (the
"Indemnity Agreement") with Mr. Thoresen, pursuant to which the Company has
agreed to provide contractual indemnification, in addition to the
indemnification provided in the Company's Amended and Restated Certificate of
Incorporation, against liabilities that may arise by reason of his respective
service on the Board, and to advance expenses incurred as a result of any
proceeding against him as to which he could be indemnified, in the form
previously filed as Exhibit 10.5 to the Company's Registration Statement on Form
S-1 (File No. 333-252265) for its initial public offering, initially filed with
the U.S. Securities and Exchange Commission (the "SEC") on February 25, 2021
(the "Registration Statement").
On January 12, 2022, the Company entered into a letter agreement with Mr.
Thoresen (the "Letter Agreement") on substantially the same terms as the form of
letter agreement previously entered into by and between the Company and each of
its other directors in connection with the Company's initial public offering.
The foregoing descriptions of the Indemnity Agreement and the Letter Agreement
do not purport to be complete and are qualified in their entireties by reference
to the form of indemnity agreement and the Letter Agreement, copies of which are
attached as Exhibit 10.7 to the Registration Statement and Exhibits 10.1 to the
Company's Current Report on Form 8-K, filed with the SEC on March 2, 2021,
respectively, and are incorporated herein by reference.
Other than as disclosed above, there are no arrangements or understandings
between Mr. Thoresen and any other persons pursuant to which Mr. Thoresen was
selected as a director and the Chief Financial Officer of the Company. There are
no family relationships between Mr. Thoresen and any of the Company's other
directors or executive officers and Mr. Thoresen does not have any direct or
indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
1
© Edgar Online, source Glimpses