Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
In connection with its initial public offering, HireRight Holdings Corporation
(the "Company") entered into a Stockholders Agreement dated October 28, 2021
(the "Stockholders Agreement") with the GA Stockholder and the Trident
Stockholder, each as defined therein1. Pursuant to the Stockholders Agreement,
the GA Stockholder is entitled to nominate a certain number of members (each a
"GA Stockholder Nominee") of the Company's board of directors (the "Board"). Mr.
Peter Munzig has heretofore served on the Board as a GA Stockholder Nominee, but
the GA Stockholder has elected to designate Mr. Rene Kern as Mr. Munzig's
successor as a GA Stockholder Nominee. Accordingly, Mr. Munzig has resigned from
the Board and effective as of the date of this report the Board has appointed
Mr. Kern to the Board as a Class III director, and also appointed him to the
Board's compensation committee and its nominating and governance committee,
replacing Mr. Munzig in each capacity. Mr. Munzig's resignation from the Board
is not due to any disagreement with the Company on any matter relating to the
Company's operations, financial statements, internal controls, auditors,
policies or practices.
Mr. Kern, age 59, currently serves as a Director of Tory Burch, LLC. Mr. Kern
also serves as the Vice-Chairman of the Board of Governors of the Joseph H.
Lauder Institute at the University of Pennsylvania, is a Member of the Wharton
Executive Education board, and serves on the UC Berkeley Foundation Board as
chair of the Finance Committee and member of the Executive Committee. Mr. Kern
was previously a Managing Director and Advisory Director at General Atlantic
(the GA Stockholder referred to above), a global growth equity investment firm,
from 1996 to 2021. During his career, he led the firm's European and Latin
American business, as well as its financial services investment activities. He
also served on the firm's Executive Committee, Investment Committee, and
Portfolio Committee. Before joining General Atlantic, Mr. Kern was an investment
banker at Morgan Stanley and a management consultant at Bain & Company. Mr. Kern
earned a BS in business administration from the University of California,
Berkeley, and an MBA from the University of Pennsylvania's Wharton School. Mr.
Kern was chosen to serve on the Board because of his substantial financial and
business expertise, international investment experience, and experience as a
director and advisor of a diverse group of other companies.
Mr. Kern is a senior advisor to General Atlantic and in such capacity is
afforded the opportunity to invest in funds managed by General Atlantic on
favorable economic terms, but he is not an officer, employee, or partner of, or
otherwise affiliated with, General Atlantic. In connection with his appointment
to the Board, the Board has determined that Mr. Kern is independent under the
relevant standards of the New York Stock Exchange and the Securities and
Exchange Commission.
As a non-employee director of the Company, Mr. Kern will participate in the same
compensation program as the Company's other non-employee directors, as described
under the heading "Director Compensation" in the Company's definitive proxy
statement on Schedule 14A, filed with the SEC on April 20, 2022. Consistent with
General Atlantic's practice for its GA Stockholder Nominees, Mr. Kern's
non-employee director compensation will be transferred to General Atlantic.
The Company also entered into its standard indemnification agreement for
directors and officers with Mr. Kern.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number Description
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
1 The Stockholders Agreement is filed as an exhibit to the Company's
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission on October 6, 2021.
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