Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d) Election of Directors
On July 28, 2021, the Board of Directors (the "Board") of Benefitfocus, Inc.
(the "Company") expanded the Board by one seat and appointed John J. Park as a
Class II director, effective August 3, 2021. Mr. Park will hold office until the
Company's 2022 annual meeting of stockholders or until his successor is duly
elected and qualified.
While the Board's Nominating and Governance Committee has not formulated any
specific minimum qualifications for director candidates, it has determined
certain desirable characteristics including strength of character, mature
judgment, career specialization, relevant technical skills, independence, and
diversity. After conducting a broad and thorough process, the Nominating and
Governance Committee recommended Mr. Park for appointment to the Board.
The Board has determined that Mr. Park is an independent director under the
relevant SEC and Nasdaq rules. Accordingly, following Mr. Park's appointment,
the Board remains majority independent. Effective as of August 3, 2021, Mr. Park
also will join the Board's Audit Committee, which will then be comprised of
Francis J. Pelzer V (Chair), Mr. Park and Coretha M. Rushing, and the Board's
Compensation and Talent Committee, which will then be comprised of Messrs. Park
(Chair), Pelzer and Ms. Rushing. Effective as of August 3, 2021, the Board's
Nominating and Governance Committee will comprise Douglas A. Dennerline (Chair),
Mr. Pelzer and Zeynep Young.
On July 29, 2021, Mr. Park entered into an Independent Director Compensation
Agreement in substantially the form filed by the Company with the SEC as Exhibit
10.21 to its Form 8-K on June 23, 2014. Mr. Park will be compensated in
accordance with the Company's compensation program for independent directors set
forth in its definitive proxy statement for the 2021 annual meeting of
stockholders filed with the SEC on May 17, 2021, including an initial grant of
$200,000 worth of restricted stock units under the Company's Second Amended and
Restated 2012 Stock Plan, as amended.
Mr. Park, age 59, has served as an operations advisor for Advent International,
a leading global private equity investor, since April 2020. From August 2016 to
August 2018, he was executive vice president, operations and chief financial
officer for The Warranty Group, a provider of global specialty insurance
services backed by TPG Capital and sold to Assurant, Inc. Prior to that, from
June 2015 to July 2016, he was chief financial officer at Hotel Investors Trust,
a hospitality REIT backed by Starwood Capital Group. Earlier in his career,
Mr. Park was chief financial officer of public company Hewitt Associates, Inc.
(later sold to Aon plc), a leader in health, retirement and human capital
consulting and outsourcing services. Prior to Hewitt Associates, Inc., he was
founding chief financial officer of Orbitz, Inc., a global travel portfolio.
From August 2004 to September 2010, Mr. Park served on the board of directors of
then-public company APAC Customer Services, Inc., an outsource provider for
premium customer service solutions, where he played an active role in the
company's strategic transformation. He also served on the board of Aperture
Holdings/OptionsHouse LLC, a retail online options brokerage business backed by
General Atlantic Partners, from August 2015 to September 2016, where he joined
as its first independent director and chaired its audit committee. Mr. Park
holds a B.A. in Economics from Oberlin College and an M.B.A. from the University
of Michigan.
There have been no transactions in which the Company has participated and in
which Mr. Park had a direct or indirect material interest that would be required
to be disclosed under Item 404(a) of Regulation S-K.
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A copy of the press release regarding the appointment of Mr. Park to the Board
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated July 29, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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