GWGH GWG Holdings Inc

Item 5.02   Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 10, 2022, Michael A. Tucker, age 59, was appointed by the GWG Holdings, Inc. (the “Company”) board of directors as Chief Financial Officer of the Company. With the support of additional personnel from FTI Consulting, Inc. (“FTI”), Mr. Tucker will perform the ordinary course duties of a chief financial officer in connection with the Company’s chapter 11 cases and related matters and report to the Chief Executive Officer. The Company intends to file a motion in the Bankruptcy Court of the Southern District of Texas in relation to Mr. Tucker’s appointment.

Mr. Tucker has extensive experience in advising companies, creditors and other parties in restructuring and operational improvement situations during his 37-year career. Mr. Tucker has also been part of management teams including having been appointed the Chief Restructuring Officer of Martifer Solar USA, Inc in March 2014 and then the Chief Executive Officer and Chief Financial Officer in April 2014 with all Martifer duties ending in June 2015. Mr. Tucker began his career in the audit department at PricewaterhouseCoopers (“PwC”) in 1985 and was admitted to the partnership in 1998. In 2002, FTI Consulting acquired PwC’s Business Recovery Services practice, where Mr. Tucker was a Partner. Mr. Tucker has been employed as a Senior Managing Director by FTI continuously since 2002. Mr. Tucker is a Certified Public Accountant as well as a Certified Turnaround Professional and a Certified Fraud Examiner. Mr. Tucker received a B.S., in Accounting, from the University of Illinois.

As of the date of this Current Report on Form 8-K, no additional compensation has been approved for Mr. Tucker in connection with his appointment to the role of Chief Financial Officer. The Company will pay FTI for Mr. Tucker’s time spent acting as Chief Financial Officer pursuant to the terms of an engagement letter, dated April 5, 2022 (the “Engagement Letter”), between FTI and the Company. Under the terms of the Engagement Letter, FTI will be entitled to compensation at specified hourly rates for the services of Mr. Tucker and other FTI personnel pursuant to the Engagement Letter, as well as reimbursement for reasonable direct expenses. Mr. Tucker’s services to the Company are billed by FTI, and he is not separately compensated by the Company for serving as its Chief Financial Officer. FTI is not an affiliate of the Company or any of its subsidiaries. In addition, Mr. Tucker is not eligible to participate in any health, welfare, retirement, or other benefit plans or policies offered by the Company to its employees. The foregoing description of the Engagement Letter is qualified in its entirety by the terms of such agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

There is no family relationship between Mr. Tucker and any director or executive officer of the Company.  Other than as noted above, there is no arrangement or understanding between Mr. Tucker and any other persons in connection with Mr. Tucker’s appointment to Chief Financial Officer.