ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 23, 2022, Hagerty, Inc. (the “Company”) announced that Fred Turcotte, the Company’s Chief Financial Officer (“CFO”) will transition to a special projects advisory role effective September 6, 2022. Mr. Turcotte previously agreed to delay his pending retirement to assist the Company through its business combination and establish itself as a public reporting company. Mr. Turcotte plans to continue to serve the Company in his advisory role, reporting directly to the Company’s Chief Executive Officer, through 2023. The Company’s board of directors has appointed Patrick McClymont to serve as the Company’s new CFO, effective September 6, 2022. Mr. Turcotte will also continue serve as a point of transition for Mr. McClymont until October 1, 2022.
Mr. McClymont, age 52, served as the Chief Financial Officer of Orchard Technologies, Inc., a residential real estate services company from 2021 through August 2022. Mr. McClymont was previously the Executive Vice President and Chief Financial Officer of Imax Corporation (NYSE: IMAX) from 2016 through 2021. Mr. McClymont was responsible for all aspects of Imax’s finance related functions including control, financial planning & analysis, tax, investor relations, risk management, information technology, and corporate development and strategy. From 2013 to 2016 Mr. McClymont served as Executive Vice President and Chief Financial Officer at Sotheby’s (NYSE: BID), a leading global auction house executing approximately $6 billion in fine art and collectibles transactions annually. Prior to his position with Sotheby’s, Mr. McClymont was Partner and Managing Director at Goldman, Sachs & Co., where he spent 15 years. Mr. McClymont earned a Bachelor of Science degree from Cornell University and a Master of Business Administration degree from The Tuck School of Business at Dartmouth.
In connection with his appointment, on August 19, 2022, Mr. McClymont entered into an employment agreement with the Company (the “Employment Agreement”) pursuant to which he will receive the following compensation:
•annual base salary of $575,000;
•eligibility to participate in the Company’s annual incentive plan prorated for his start date with a payout range of up to 200% of base salary dependent on the performance of the Company;
•eligibility to participate in the Company’s Stock Incentive Plan (the “Plan”) at a target of 175% base salary;
•one-time cash sign-on payment in the amount of $100,000;
•one-time sign-on restricted stock unit grant in the amount of $500,000 to be made in October 2022 with a three-year vesting schedule subject to his continued employment with the Company; and
•$20,000 annual cash stipend for a car allowance.
The terms of the equity grants to Mr. McClymont will be subject to the terms of the Plan and related award agreements. Mr. McClymont will also receive medical and other benefits consistent with the Company’s standard policies.
The above description of the Employment Agreement is not complete and is qualified in its entirety by reference to the text of the agreement, which is filed with this report as Exhibit 10.1 and incorporated by reference herein.
There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. McClymont and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer. Additionally, there have been no transactions involving Mr. McClymont that would require disclosure under Item 404(a) of Regulation S-K.