Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 19, 2022, the Board of Directors (the "Board") of EngageSmart, Inc.
(the "Company"), upon the recommendation of its Nominating and Corporate
Governance Committee, appointed Diego Rodriguez (the "New Director") to the
Board, effective immediately. Mr. Rodriguez will serve as a Class I director for
a term expiring at the Company's annual meeting of stockholders to be held in
2022, until his successor is duly elected and qualified or his earlier death,
disqualification, resignation or removal.
The New Director is eligible to participate in the Company's Non-Employee
Director Compensation Policy, which provides for: (i) an annual cash retainer of
$60,000 for serving on the Board, earned on a quarterly basis; (ii) an initial
equity-based award of restricted stock units (the "Initial Award") in an amount
equal to $500,000 that vests in substantially equal annual installments over
three years following the grant date, subject to such New Director's continued
service on the Board through each such vesting date; and (iii) following each
annual meeting of the Company's stockholders, an annual equity-based award of
restricted stock units in an amount of $170,000 that vests on the first
anniversary of the date of grant, subject to such New Director's continued
service on the Board through such vesting date. On January 19, 2022, the New
Director was granted an Initial Award in an amount equal to $500,000. The New
Director has entered into the Company's standard indemnification agreement for
directors and officers.
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