Item 5.02Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 26, 2023, the Board of Directors of eXp World Holdings, Inc. (the
"Company") unanimously voted to increase the size of the Company's Board of
Directors (the "Board"), which had previously been set at 7, to 8 members and to
appoint Peggie Pelosi, 67, as an independent director of the Company to fill the
vacancy, effective immediately. Ms. Pelosi was nominated by the Company's
Governance Committee after a thorough review of the candidates' background and
relevant experience as well as her qualifications as an independent director.
Ms. Pelosi has more than 20 years of experience as a sales and network
development professional and 15 years of experience as a corporate social
responsibility and sustainability practitioner. Currently, Ms. Pelosi serves as
the founding partner and strategic advisor of Orenda Social Purpose, positions
she has held since September 2005. Since 2015, she has also served as the
Executive Director of Innovators Alliance, a network of CEOs focused on
sustainable and profitable growth through innovation. Prior to her career and
academic work in corporate social responsibility and sustainability, Ms. Pelosi
served as a member of USANA Health Sciences, Inc.'s ("USANA") management team,
first as Executive Director of Sales for Canada from 1999 until 2000 and then as
Vice President of Network Development from 2000 until 2004. Since 2018, Ms.
Pelosi has served as a member of USANA's Board of Directors and currently serves
on USANA's Audit Committee, Compensation Committee, Governance, Risk &
Nominating Committee, and serves as Chair of the Sustainability Committee.
Ms. Pelosi has received a graduate diploma from St. Michael's College at the
University of Toronto in Corporate Social Responsibility & Sustainability, and
has completed the NACD Directorship Certification (NACD.CD) and the ESG
Competent Boards Director Certification (GCB.D).
The Board of Directors believes that Ms. Pelosi is qualified to serve as a
director because of her professional and academic experience advising clients on
matters of corporate social responsibility and sustainability as well as her
proven directorship experience on a publicly-reported company board and
committees.
Ms. Pelosi will participate in the Company's independent director compensation
program. A complete description of the Company's independent director
compensation program is set forth in the Company's proxy statement for the 2022
Annual Meeting of Stockholders, filed with the Securities and Exchange
Commission on April 27, 2022 ("Non-Employee Director Compensation") and is
incorporated herein by this reference. Pursuant to that program, upon initial
appointment to the Board, Ms. Pelosi received a stock option grant of 33,371 of
the Company's common stock, which will vest monthly over three years, subject to
continued service. Consistent with the Company's independent director
compensation policy, Ms. Pelosi will be eligible to receive cash compensation up
to $200,000 annually, paid monthly.
There are no arrangements or understandings between Ms. Pelosi and any other
persons pursuant to which she was appointed as a director. Ms. Pelosi has not
been named to any Board committees, but may be considered for committee
appointment in the future.
Ms. Pelosi does not have any current or prior relationship with the Company that
would require disclosure under Item 404(a) of Regulation S-K.
Item 7.01Regulation FD Disclosure
On January 30, 2023, the Company issued a press release announcing Ms. Pelosi's
appointment to the Company's Board. A copy of the press release is filed with
this Form 8-K as Exhibit 99.1.
The information contained in this Item 7.01, including Exhibit 99.1, of this
report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liability of that section, and it will not be incorporated by
reference into any registration statement or other document filed by the Company
under the Securities Act of 1933, as amended, or the Exchange Act except as
expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, issued January 30, 2023
104 Cover Page Interactive Data File (embedded within the inline XBRL
document)
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