Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 9, 2023, in connection with the service of Mr. Emil W. Henry, Jr. (“Mr. Henry”) and Brad Bernstein (“Mr. Bernstein”) on the Board of Directors (the “Board”) of Sunlight Financial Holdings Inc. (the “Company”) for the year ended December 31, 2022 (the “2022 Service”), the remaining cash payment of $10,869.52 owed for the 2022 Service to Tiger Infrastructure Partners LP (“Tiger”) and FTV Management Company, L.P. (“FTV”), pursuant to terms of the Director Fee Agreements (the “Director Fee Agreements”) by and among the Company and each of Mr. Henry and Tiger, on the one hand, and Mr. Bernstein and FTV, on the other hand, became known.
Messrs. Henry and Bernstein do not directly receive any equity or cash in connection with their service on the Board, however, the Director Fee Agreements provide for compensation to Tiger, for Mr. Henry’s service on the Board, and to FTV, for Mr. Bernstein’s service on the Board. Such payments thereunder are comprised of an amount equal to the sum of (a) the cash portion of the director fees (which amount was disclosed in the 2022 Director Compensation Table included in the Company’s Annual Report on Form 10-K filed with the Securities Exchange Commission on May 4, 2023 (the “Form 10-K”)), and (b) a cash payment equal to the fair market value of the equity award on the applicable vesting date, that in each case is otherwise payable to the members of the Board for their participation on the Board for the covered year, or as otherwise provided in the then current outside director compensation policy as approved by the Compensation Committee (the “Equity Cash Value”). The Equity Cash Value became known on the June 9, 2023 vesting date applicable to the equity awards otherwise payable to the members of the Board for their 2022 Board service. Accordingly, pursuant to Item 402(k) of Regulation S-K and Item 5.02(f) of Form 8-K, the total compensation payable for the year ended December 31, 2022 for each of Messrs. Henry and Bernstein, recalculated to include the Equity Cash Value, is set forth below:
| | | | | | | | | | | |
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
Brad Bernstein(1) | $60,869.52 | — | $60,869.52 |
Emil W. Henry, Jr.(2) | $60,869.52 | — | $60,869.52 |
(1) Mr. Bernstein is a managing member of FTV Management V, L.L.C. (“FTV Management V”), which is the general partner of FTV V, L.P. (“FTV V” and together with FTV Management V, the “FTV Group”). Mr. Bernstein does not directly receive any equity or cash in connection with his service as a member of the Board, however, FTV, an affiliate of the FTV Group, receives cash equal to the sum of a) cash paid to other Board members for service on the Board ($50,000 for the fiscal year ended December 31, 2022) and b) cash in lieu of equity paid to other Board members for service on the Board, valued as of, and paid out subsequent to, the vesting date of the equity award for the covered year (e.g., with respect to service for the fiscal year ended December 31, 2022, FTV was paid the cash value equal to 28,604 RSUs on the June 9, 2023 vesting date).
(2) Mr. Henry is the CEO and Founder of Tiger. Mr. Henry does not directly receive any equity or cash in connection with his service as a member of the Board, however, Tiger receives cash equal to the sum of a) cash paid to other Board members for service on the Board ($50,000 for the fiscal year ended December 31, 2022) and b) cash in lieu of equity paid to other Board members for service on the Board, valued as of, and paid out subsequent to, the vesting date of the equity award for the covered year (e.g., with respect to service for the fiscal year ended December 31, 2022, Tiger was paid the cash value equal to 28,604 RSUs on the June 9, 2023 vesting date).