Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 28, 2022 (the “Effective Date”), Latch, Inc. (the “Company”) and Garth Mitchell, Chief Financial Officer and Treasurer, reached an agreement to enable Mr. Mitchell to transition out of the Company to pursue other opportunities, with Mr. Mitchell’s last date of employment being May 10, 2022 (such date, the “Separation Date” and such agreement, the “Transition Agreement”). From the Effective Date until the Separation Date (such period, the “Transition Period”), Mr. Mitchell will serve in the role as Transitioning Chief Financial Officer supporting the transition of his duties to Barry Schaeffer, who was appointed as Interim Chief Financial Officer of the Company on March 28, 2022 (as discussed in more detail below). Mr. Mitchell has agreed to serve the Company in an advisory capacity through August 5, 2022. The Company expresses its appreciation to Mr. Mitchell for his dedicated service to the Company and wishes him well in his future endeavors.
On March 28, 2022, the Board of Directors of the Company (the “Board”) appointed Mr. Schaeffer to serve as Interim Chief Financial Officer and Treasurer of the Company, effective as of March 28, 2022. In such role, Mr. Schaeffer will serve as the Company’s principal financial officer.
Mr. Schaeffer, age 53, joined the Company as Senior Vice President, Finance in August 2021. In such role, Mr. Schaeffer has led the FP&A and operations finance teams. In these capacities, he has been responsible for all financial planning, partnering with IR on guidance, metrics and KPI reporting, and driving operational excellence into the Company’s software and hardware business lines. From September 2019 to November 2020, Mr. Schaeffer served as Senior Vice President of Finance of Talkdesk, a global cloud contact center company, where he served as the top finance executive, leading FP&A, accounting and other finance functions and serving as a member of the executive leadership team. Before joining Talkdesk, he served as Vice President of Finance and FP&A at Anaplan, a business planning software company, from September 2017 to June 2019. He was part of the core initial public offering team for Anaplan and, in his senior financial leadership role, was accountable for Anaplan’s P&L, balance sheet, cash flow and growth plans. He also worked closely with the company’s investor relations function in modeling guidance and performing analytics on key business metrics. Previously, Mr. Schaeffer served as Senior Director of Finance at Nimble Storage, joining the company in March 2015 and remaining there through September 2017 following the company’s acquisition by Hewlett Packard Enterprise. He built the Nimble Storage sales financial organization from the ground up and was accountable for the company’s sales and marketing and capital investments, among other items. Prior to his role with Nimble Storage, Mr. Schaeffer worked in various roles at Trimble Inc. from May 2001 through February 2015. His final position for Trimble was Director of Finance and Business Unit Controller, where he was responsible for all financial functions of the company’s SaaS division. Earlier in his career, Mr. Schaeffer held finance positions at a startup software company and 3Com. Mr. Schaeffer holds a Bachelor’s degree in Electrical Engineering from Lehigh University and an M.B.A. from Carnegie Mellon University.
There are no arrangements or understandings between Mr. Schaeffer and any other person pursuant to which Mr. Schaeffer was selected as an officer of the Company. Mr. Schaeffer does not have any family relationship with any director or executive officer of the Company and does not have any direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On March 28, 2022, the Board appointed Junji Nakamura to serve as Chief Accounting Officer of the Company, effective as of March 28, 2022. In such role, Mr. Nakamura will serve as the Company’s principal accounting officer. Mr. Mitchell had previously served as the Company’s principal accounting officer and worked closely with Mr. Nakamura in that capacity.
Mr. Nakamura, age 45, joined the Company in April 2020 as Vice President, Corporate Controller and was promoted to Senior Vice President, Corporate Controller in July 2021. In such role, Mr. Nakamura has been responsible for the Company’s accounting operations, shared services, tax, SEC reporting and Sarbanes-Oxley compliance, including playing a critical role in the Company’s 2021 business combination and its transition to a publicly traded company. Prior to joining the Company, he worked at Medidata Solutions, Inc., a global provider of cloud-based solutions for clinical research in life sciences, from 2014 to 2020, where he last served as Vice President, Controller. From 2003 to 2014, Mr. Nakamura worked at Take-Two Interactive Software, Inc., where he last served as Senior Director of Accounting and Consolidation. He began his career in public accounting at Arthur
Andersen LLP and KPMG LLP. Mr. Nakamura received a Bachelor’s degree in Accounting from Binghamton University and is a licensed Certified Public Accountant.
There are no arrangements or understandings between Mr. Nakamura and any other person pursuant to which Mr. Nakamura was selected as an officer of the Company. Mr. Nakamura does not have any family relationship with any director or executive officer of the Company and does not have any direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Pursuant to the Transition Agreement, subject to, among other things, Mr. Mitchell’s continued compliance with the restrictive covenants in any written agreements between Mr. Mitchell and the Company, Mr. Mitchell will be entitled to receive transition compensation of $452,000, representing his 2022 base salary plus target bonus for 2022, and the acceleration of the vesting of 100% of his outstanding unvested stock options and restricted stock units.
On March 28, 2022, the Company and Ali Hussain, Chief Operating Officer, reached an understanding that Mr. Hussain would cease to serve as the Company’s principal operating officer and as an “executive officer” of the Company under Rule 3b-7 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to enable him to focus his efforts on special projects, strategic initiatives, M&A integration and long-term planning. Mr. Hussain will remain employed with the Company and retain his title as Chief Operating Officer. Luke Schoenfelder, the Company’s Chief Executive Officer and Chairman of the Board, will assume Mr. Hussain’s prior duties and serve as the Company’s principal operating officer.