Roger H. Ballou informed Loyalty Ventures Inc. (the Company) of his resignation from the Company's board of directors, where he served as chair, and all committees of the Board effective November 5, 2022. Mr. Ballou did not resign due to any disagreement with the Company, its board of directors or its management.
Effective upon Mr. Ballou's resignation as a director, the size of the Company's Board was reduced from five to four directors. The Company's amended and restated certificate of incorporation classifies the Board into three classes of roughly equal size. The term for directors designated as Class I, Class II and Class III expire at the annual meeting of stockholders in 2025, 2023 and 2024, respectively. Director nominees are elected by class for three-year terms. The Board will transition to a fully declassified board through a phase-out, beginning with the annual meeting in 2029. Current directors are distributed to Class I, Class II and Class III as follows: Class I: Barbara L. Rayner;
Class II: Charles L. Horn; Richard A. Genovese;Class III: Graham W. Atkinson. Effective November 5, 2022, pursuant to the Company's Corporate Governance Guidelines and in exercise of its business judgment, the Board appointed Charles L. Horn to serve as chair of the Board, and appointed Richard A. Genovese as a member of the Board's Corporate Governance and Nominating Committee and Barbara L. Rayner as a member of the Board's Compensation Committee, each until their successor is duly appointed and qualified or their earlier resignation or removal.