Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On July 18, 2024 and July 20, 2024 respectively, Michael Cutter and Paul Alan Lahiff resigned as directors of Sezzle Inc. (the “Company”) effective immediately, and declined to stand for reelection at the Company’s 2024 Annual Meeting of Stockholders. Mr. Cutter and Mr. Lahiff resigned to focus on other professional commitments and did not resign as a result of any matter related to the Company’s operations, policies or practices.
(d) Also on July 18, 2024, the Company appointed Stephen F. East and Kyle M. Brehm to the Board of Directors of the Company (the “Board”), effective immediately, to fill two vacancies of the Board. Mr. East and Mr. Brehm will serve as non-employee directors with terms expiring at the Company’s Annual Meeting of Stockholders.
The Board has determined that Mr. East qualifies as an “independent” director and has the necessary financial sophistication in accordance with the listing requirements of NASDAQ. Mr. East has been appointed as Chairperson of the Board’s Compensation Committee, Chairperson of the Nominating and Corporate Governance Committee, and the Chairperson of the Audit and Risk Committee.
Mr. East, 60, is a member of the board of directors of Toll Brothers, Inc. since March 2020, is the chairperson of the board’s public debt and equity securities committee, a member of the audit & risk committee, and a member of the executive compensation committee. Mr. East also has been a member of the board of directors of Viven Education, LLC since November 2021. Prior to his retirement in July 2019, Mr. East was managing director and senior consumer analyst of Wells Fargo Bank, N.A. Mr. East has a Bachelor of Sciences in Finance from Arkansas State University and an MBA from the University of Missouri. Mr. East is a Chartered Financial Analyst.
Mr. East will receive the standard compensation package payable to non-employee directors of the Board. Mr. East will be paid an annual retainer of $60,000 for services as a member of the Board and $30,000 for his services as chairperson of each committee. In addition, Mr. East was granted a non-employee director grant of 500 restricted stock units having a cumulative value on the grant date of approximately $42,165, which is prorated from the value of the annual restricted stock unit awards granted to non-employee directors for fiscal year 2024. The awards will vest over approximately 3.7 years, with 125 restricted stock units vesting on April 1, 2025 and 31 units vesting on a quarterly basis thereafter, subject to his continued service on the Board.
The Board has determined that Mr. Brehm qualifies as an “independent” director and has the necessary financial experience in accordance with the listing requirements of NASDAQ. Mr. Brehm has been appointed as a member of the Board’s Compensation Committee, Nominating and Corporate Governance Committee, and Audit and Risk Committee.
Mr. Brehm, 40, has been an officer and tax attorney at the law firm of Fredrikson & Byron P.A. since November 2019. Prior to this, Mr. Brehm was a director at PricewaterhouseCoopers LLP and was a member of the board of directors and treasurer of eQuality-Pathways to Potential, a non-profit organization organized in Minneapolis, MN, from 2012 until 2022. Mr. Brehm has a Bachelor of Arts from St. John’s University, a Juris Doctor (JD) degree from University of Minnesota Law School and an MBA from the University of Minnesota-Carlson School of Management.
Mr. Brehm will receive the standard compensation package payable to non-employee directors of the Board. Mr. Brehm will be paid an annual retainer of $60,000 for services as a member of the Board and $15,000 for his services as a member of each committee. In addition, Mr. Brehm was granted a non-employee director grant of 500 restricted stock units having a cumulative value on the grant date of approximately $42,165, which is prorated from the value of the annual restricted stock unit awards granted to non-employee directors for fiscal year 2024. The awards will vest over approximately 3.7 years, with 125 restricted stock units vesting on April 1, 2025 and 31 units vesting on a quarterly basis thereafter, subject to his continued service on the Board.
Mr. East and Mr. Brehm also have entered into the Company’s standard form of directors’ indemnification agreement, pursuant to which the Company agrees to indemnify its directors and advance certain expenses related thereto to the fullest extent permitted by applicable law in connection with their director services, subject to certain terms and conditions as described in the indemnification agreement.