Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 7, 2022, the Board of Directors (the "Board") of Authentic Equity
Acquisition Corp. (the "Company") elected Robert Ernst, age 56, to serve as a
Class I director of the Company for a term ending at the date of the Company's
first annual meeting. The Board has determined that Mr. Ernst qualifies as an
independent director under applicable Securities and Exchange Commission ("SEC")
and Nasdaq rules. Mr. Ernst will serve on the Compensation Committee of the
Board.
Mr. Ernst is an experienced deal advisory professional with over 30 years of
public accounting experience. He has focused in the area of mergers and
acquisitions, including business and financial due diligence, synergy analysis,
integration planning, market assessment and transaction structuring. He has
advised on buy-side and sell-side due diligence transactions for numerous
financial and strategic buyers in domestic and international transactions,
ranging in enterprise value from $5 million to in excess of $25 billion. Mr.
Ernst was the Transaction Services Service Line leader for KPMG's U.S. Deal
Advisory practice for approximately eleven years before his retirement in
September 2020. Prior to joining KPMG, Mr. Ernst was a Transaction Services
Partner focusing on private equity and consumer markets transactions at Andersen
and, prior to that, at PricewaterhouseCoopers. His industry experience includes
consumer products, manufacturing, retail and distribution, restaurant and
technology. Mr. Ernst holds a BS in Accounting and Finance from Boston College
and an MBA from Columbia University School of Business. The Company believes Mr.
Ernst's extensive industry knowledge and leadership experience as a deal
advisory professional qualify him to serve on the Board.
In connection with Mr. Ernst's appointment as a director, on January 7, 2022,
the Company entered into a letter agreement with Mr. Ernst (the "Letter
Agreement"), pursuant to which, among other things, Mr. Ernst has agreed (i) to
vote any Class A ordinary shares held by him in favor of the Company's initial
business combination; (ii) to facilitate the liquidation and winding up of the
Company if an initial business combination is not consummated within 24 months;
and (iii) to certain transfer restrictions with respect to the Company's
securities. The Letter Agreement is in substantially the same form as the letter
agreement entered into by the Company with other insiders. The foregoing
description of the Letter Agreement is qualified in its entirety by reference to
the full text of the Letter Agreement, a copy of which is filed herewith as
Exhibit 10.1 and incorporated herein by reference.
The Company also entered into an indemnification agreement with Mr. Ernst in
connection with his appointment to the Board. The indemnification agreement is
in substantially the same form as the Company's standard form of indemnification
agreement, a copy of which was filed as Exhibit 10.4 to the Company's Form S-1
filed with the SEC on December 22, 2020.
There are no family relationships between Mr. Ernst and any director or
executive officer of the Company, and the Company has not entered into any
transactions with Mr. Ernst that would require disclosure under
Item 404(a) of Regulation S-K. There is no arrangement or understanding between
Mr. Ernst and any other person pursuant to which Mr. Ernst was appointed as a
director of the Company.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits
Exhibit Description
10.1 Letter Agreement, dated January 7, 2022, by and between Authentic
Equity Acquisition Corp. and Robert Ernst.
104 Cover Page Interactive Data File (formatted as inline XBRL).
1
© Edgar Online, source Glimpses