Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 1, 2023, pursuant to the Settlement Agreement and the previously disclosed Voting Agreement with Monument & Cathedral Holdings, LLC dated as of April 17, 2023 (the “Voting Agreement”), the Company appointed Matthew Turner, David Eifrig, Glenn Tongue and Matthew Smith (the “New Directors”) as members of the Board, effective immediately.
Matthew Turner, age 57, is a member of the board of directors of our largest shareholder, Monument & Cathedral Holdings, LLC, (“M&C”) where he has served since September 2015 and was previously the General Counsel of M&C from 1997 until 2022. Mr. Turner received his Juris Doctor from Catholic University and a Bachelor of Arts in English from Loyola University, Maryland.
David Eifrig, age 63, joined MarketWise in 2008 and remains one of its most prolific editors. After receiving his Bachelor of Arts from the Carleton College in Minnesota, Dr. Eifrig later received a Master of Business Administration degree from Northwestern University’s Kellogg School of Management, graduating with a double major in finance and international business. Dr. Eifrig subsequently earned his M.D. from the University of North Carolina at Chapel Hill.
Glenn H. Tongue, age 64, is the General Partner of Deerhaven Capital Management and the sole Portfolio Manager of the Deerhaven Fund. Previously he was a General Partner and Co-Manager of T2 Partners Management from April 2004 to July 2012 and was the co-manager of three private investment partnerships: the Tilson Growth Fund, the Tilson Offshore Fund and the T2 Qualified Fund. Mr. Tongue received his Master of Business Administration degree from The Wharton School at the University of Pennsylvania and received a Bachelor of Science degree in Electrical Engineering and Computer Science from Princeton University.
Matthew Smith, age 51, is the founder of Royalty Exchange, Inc., where he has served on the board of directors since 2016 and as the CEO from 2016 until 2021. Mr. Smith has also served on the board of directors of iTime Marketing, Inc. since 2002. Previously, Mr. Smith served as the CEO of Stansberry & Associates Investment
Research, LLC, a financial publishing company, from July 2012 until December 2015, prior to its affiliation with MarketWise, Inc. Mr. Smith attended the University of Illinois from 1993 to 1995.
The Company does not currently expect that any of the New Directors will serve on any committee of the Board. The New Directors were selected to serve as directors pursuant to the Settlement Agreement and the previously disclosed Voting Agreement with Monument & Cathedral Holdings, LLC dated as of April 17, 2023. There are no transactions in which any of the New Directors have an interest requiring disclosure under Item 404(a) of Regulation S-K.
In connection with the New Directors’ appointment as members of the Board, Mr. Manuel Borges resigned as a director of the Company and the Board set the number of authorized directors at ten. Mr. Borges’ resignation was not related to any matter regarding the Company’s financial condition, results of operations, internal controls, disclosure controls and procedures, policies, or practices.