Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On August 18, 2022, the Board of Directors (the "Board") of IDW Media
Holdings, Inc. (the "Company") resolved to remove Ezra Y. Rosensaft from his
position as the Chief Executive Officer of the Company, effective August 29,
2022.
(c) On August 18, 2022, the Board elected Allan Grafman as the Chief Executive
Officer of the Company, effective August 29, 2022 (the "Effective Date"). Mr.
Grafman will retain his position as a director of the Company, but will no
longer serve as an independent director and accordingly will resign as a member
of the Compensation Committee and as Chair of the Audit Committee as of the
Effective Date.
There is no arrangement or understanding between Mr. Grafman and any other
person, pursuant to which Mr. Grafman is to be selected as an officer of the
Company that would require disclosure under Item 401(b) of Regulation S-K.
Additionally, there is no family relationship between Mr. Grafman and any other
person that would require disclosure under Item 401(d) of Regulation S-K. Except
as described herein, Mr. Grafman is not a party to any transactions that would
require disclosure under Item 404(a) of Regulation S-K.
Mr. Grafman, age 69, has been an independent director of the Company since May
2019, during which time he served as a member of the Compensation Committee and
as Chair of the Audit Committee. Mr. Grafman has served since 1996 as founder
and Chief Executive Officer of All Media Ventures, a media consulting firm
helping clients identify market opportunities, grow revenue streams, and develop
and license new products. Mr. Grafman is also Managing Director of Business
Development at Oberon Securities, LLC, an investment bank. Mr. Grafman currently
serves on the board of HappyNest REIT, Inc., a real estate investment trust, and
as an advisor on the advisory board of Radivision, a digital streaming and
community platform.
Mr. Grafman's previously served as President of Archie Comics Entertainment
(2003-2005), and has held senior management positions at Hallmark Entertainment,
private equity fund Mercury Capital, the Tribune Company, and Disney/ABC/CCB.
Mr. Grafman earned his B.A. in Russian Language and Literature from Indiana
University (Phi Beta Kappa), and both his Masters in International Affairs
(Fellow) and MBA in Finance (Beta Gamma Sigma) from Columbia University.
In connection with Mr. Grafman's election as Chief Executive Officer, the
Company entered into an Employment Agreement, dated August 21, 2022, with Mr.
Grafman that provides, among other things, the following: (i) an annual salary
of $410,000 per year, (ii) an annual bonus of $50,000, in addition to being
eligible to receive an annual discretionary bonus, (iii) pursuant to the IDW
Media Holdings, Inc. 2019 Stock Option and Incentive Plan, as amended and
restated, a grant of Incentive Stock Options ("Options") to purchase 67,671
shares of the Company's Class B Common Stock (which represents one-half of one
percent (0.5%) of the issued and outstanding stock of the Company with the
exercise price of all Options being the closing price of the Class B Common
Stock on the trading day immediately prior to grant. The Options shall vest (i)
with respect to one-fourth (1/4) of the underlying shares on the six-month
anniversary of the Effective Date and (ii) in equal tranches (in each case,
rounded to a whole number of shares) of the underlying shares on each quarterly
anniversary of the six-month anniversary, and all unvested Options shall vest on
the day immediately preceding the second anniversary of the Effective Date.
Mr. Grafman's Employment Agreement also provides that effective August 29, 2022,
Mr. Grafman will not engage in any new consulting activities on behalf of All
Media Ventures, or any engagements on behalf of Oberon Securities, unless
approved by the Company.
A copy of Mr. Grafman's Employment Agreement is filed herewith
as Exhibit 10.1 and is hereby incorporated herein by reference.
A copy of the August 24, 2022, press release relating to the above is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Document
10.1 Employment Agreement, dated August 21, 2022, between the Company and
Allan Grafman.
99.1 Press release, dated August 24, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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