|3 Months Ended|
Mar. 31, 2022
|Subsequent Events [Abstract]|
NOTE 18 - SUBSEQUENT EVENTS
2022 ATM Agreement
On April 26, 2022, the Company entered into a new Equity Distribution Agreement (the “2022 ATM Agreement”) with Piper Sandler & Co. relating to the Company’s shares of Class A common stock to replace the former ATM Agreement, which expired on April 26, 2022. In accordance with the terms of the 2022 ATM Agreement, the Company may offer and sell shares of our Class A common stock over a period of time pursuant to an “at-the-market” offering program. Under the 2022 ATM Agreement, the Company will pay Piper Sandler an aggregate commission of up to 3% of the gross sales price per share of Class A common stock sold under the 2022 ATM Agreement in an amount of up to $50.0 million. No shares may be sold under the 2022 ATM Agreement until the registration statement filed on April 26, 2022 has been declared effective by the SEC.
Resignation of President and Chief Executive Officer and Chief Administrative Officer
Joel Broussard resigned as President and Chief Executive Officer of the Company and Matthew Bernard resigned as Chief Administrative Officer of the Company, each resignation effective April 30, 2022 (the “Effective Date”).
Following Mr. Broussard’s resignation as President and Chief Executive Officer, he will continue to serve as a member of the Company’s Board of Directors and has been appointed as the non-executive Chairman of the Board as of the Effective Date. David Treadwell, who served as the Chairman of the Board, transitioned to Lead Independent Director concurrent with Mr. Broussard becoming Chairman of the Board. In connection with Mr. Bernard’s resignation, he has entered into an independent contractor agreement with the Company under which he will provide certain consulting services to the Company.
In connection with their resignation, Mr. Broussard and Mr. Bernard each entered into a Separation and Release Agreement with the Company (together, the “Separation Agreements”). Pursuant to Mr. Broussard’s Separation Agreement, he will receive a cash lump sum payment in the amount of $0.3 million, to be paid within 30 days of the Effective Date. In addition, subject to Mr. Broussard’s continued services on the Board of Directors or as a consultant on such date, he will receive an additional cash lump sum payment of $0.3 million on each of the six-month anniversary and the 18-month anniversary of the Effective Date.
In addition, in connection with Mr. Broussard’s continued services as a consultant to the Company and its affiliates, on the Effective Date the Company granted 1,142,514 restricted stock units (the “RSUs”), each representing the right to receive one share of the Company’s Class A common stock. The RSUs vest one-half in six months from the Effective Date and the remaining one-half in 18 months from the Effective Date, subject to Mr. Broussard’s continuous service through such vesting date. On vesting, the RSUs will be settled in shares of Class A common stock or cash, pending the Company receiving stockholder approval of certain amendments to the LTIP as may be required in order to permit the transactions contemplated by the RSU award.
Appointment of new President and Chief Executive Officer and Chief Financial Officer
Effective on the Effective Date, Kyle O’Neill was appointed as the Company’s President and Chief Executive Officer and Josh Shapiro was appointed as the Company’s Senior Vice President and Chief Financial Officer. Mr. O’Neill previously served as the Company’s Chief Financial Officer and Mr. Shapiro previously served as the Company’s Vice President, Finance.
On April 30, 2022, the Company awarded Mr. O’Neill and Mr. Shapiro an aggregate total of 1,100,000 DSUs, which have the same terms and conditions as the Company’s other outstanding DSUs. In addition, on April 30, 2022, the Company awarded Mr. O’Neill and Mr. Shapiro Pool A Awards with a designated aggregate cash value equal to $1.25 million, which increases by 16.0%, compounding quarterly. The Pool A Awards vest in full on the first anniversary of the grant date but settlement does not occur until the fifth anniversary of the grant date. The remaining terms and conditions of the Pool A Awards are the same as the Company’s other outstanding Pool A Awards. See “Note 16 – Share-based Compensation” for additional disclosure regarding the terms and conditions of the Company’s DSUs and Pool A Awards.
The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
Reference 1: http://www.xbrl.org/2003/role/disclosureRef