Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 5.02(f) Determination of Payments under Director
OnJuly 9, 2022 , in connection with the service of Mr.Emil W. Henry , Jr. ("Mr. Henry") andBrad Bernstein ("Mr. Bernstein") on the Board of Directors (the "Board") ofSunlight Financial Holdings Inc. (the "Company") for the year endedDecember 31, 2021 (the "2021 Service"), the remaining cash payment of$35,750 owed for the 2021 Service toTiger Infrastructure Partners LP ("Tiger") andFTV Management Company, L.P. ("FTV"), pursuant to terms of the DirectorFee Agreements (the "DirectorFee Agreements ") by and amongSunlight Financial Holdings Inc. (the "Company") and each ofMr. Henry and Tiger, on the one hand, andMr. Bernstein and FTV, on the other hand, became known. Messrs. Henry and Bernstein do not directly receive any equity or cash in connection with their service on the Board, however, the DirectorFee Agreements provide for compensation to Tiger, forMr. Henry's service on the Board, and to FTV, forMr. Bernstein's service on the Board. Such payments thereunder are comprised of an amount equal to the sum of (a) the cash portion of the director fees (which amount was disclosed in the 2021 Director Compensation Table included in the Company's proxy statement filed with theSecurities Exchange Commission onApril 14, 2022 (the "Proxy Statement")), and (b) a cash payment equal to the fair market value of the equity award on the applicable vesting date, that in each case is otherwise payable to the members of theBoard for their participation on theBoard for the covered year, or as otherwise provided in the then current outside director compensation policy as approved by the Compensation Committee (the "Equity Cash Value"). The Equity Cash Value became known on theJuly 9, 2022 vesting date applicable to the equity awards otherwise payable to the members of theBoard for their 2021 Board service. Accordingly, pursuant to Item 402(k) of Regulation S-K and Item 5.02(f) of Form 8-K, the total compensation payable for the year endedDecember 31, 2021 for each of Messrs. Henry and Bernstein, recalculated to include the Equity Cash Value, is set forth below: Fees Earned or Paid in Name Cash ($) Stock Awards ($) Total ($) Brad Bernstein(1) 59,527 - 59,527 Emil W. Henry, Jr.(2) 59,527 - 59,527 (1)Mr. Bernstein is a managing member ofFTV Management V, L.L.C. ("FTV Management V"), which is the general partner ofFTV V, L.P. ("FTV V" and together with FTV Management V, the "FTV Group ").Mr. Bernstein does not directly receive any equity or cash in connection with his service as a member of the Board, however, FTV, an affiliate of theFTV Group , receives cash equal to the sum of a) cash paid to other Board members for service on the Board ($50,000 for the fiscal year endedDecember 31, 2021 , prorated as of the closing of the business combination onJuly 9, 2021 ) and b) cash in lieu of equity paid to other Board members for service on the Board, valued as of, and paid out subsequent to, the vesting date of the equity award for the covered year (e.g., with respect to service for the fiscal year endedDecember 31, 2021 , FTV was paid the cash value equal to 12,500 RSUs on theJuly 9, 2022 vesting date). (2)Mr. Henry is the CEO and Founder of Tiger.Mr. Henry does not directly receive any equity or cash in connection with his service as a member of the Board, however, Tiger receives cash equal to the sum of a) cash paid to other Board members for service on the Board ($50,000 for the fiscal year endedDecember 31, 2021 , prorated as of the closing of the business combination onJuly 9, 2021 ) and b) cash in lieu of equity paid to other Board members for service on the Board, valued as of, and paid out subsequent to, the vesting date of the equity award for the covered year (e.g., with respect to service for the fiscal year endedDecember 31, 2021 , Tiger was paid the cash value equal to 12,500 RSUs on theJuly 9, 2022 vesting date).
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