Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 31, 2020, the Board of Directors (the "Board") of GCM Grosvenor Inc.
(the "Company") appointed Pamela L. Bentley as the Company's Chief Financial
Officer, effective January 1, 2021 (the "Effective Date"). As of the Effective
Date, Ms. Bentley will assume the duties of principal financial officer,
succeeding Jonathan Levin in such capacity. Mr. Levin will continue to serve as
the Company's President.
Ms. Bentley, age 49, joined the Company in October 2020 as Managing Director of
Finance. Prior to joining the Company, Ms. Bentley spent 15 years with The
Carlyle Group ("Carlyle"), a publicly traded global investment firm, where she
served as Chief Accounting Officer and Managing Director since June 2014, and
prior to that as Carlyle's Global Corporate Controller since June 2005. In
those roles, Ms. Bentley oversaw Carlyle's global corporate reporting and
accounting operations, corporate tax, valuation, treasury and fund accounting
operations for Carlyle's Private Equity and Real Assets investment funds. Ms.
Bentley received her Bachelor of Business Administration from the University of
Michigan - Stephen M. Ross School of Business and is a certified public
accountant.
In connection with Ms. Bentley's appointment as Chief Financial Officer, the
Board approved an Amended and Restated Employment and Protective Covenants
Agreement with Ms. Bentley, effective as of the Effective Date, (the "Employment
Agreement"), which supersedes Ms. Bentley's prior employment agreement with
Grosvenor Capital Management, L.P. ("GCMLP"), dated October 1, 2020. Under the
Employment Agreement, Ms. Bentley will serve as the Chief Financial Officer of
GCMLP, an operating subsidiary of the Company that is the employer for the
Company's executive officers, for an initial term through October 1, 2022 (the
"Initial Term"). After the Initial Term expires, the Employment Agreement
automatically remains in place until the earliest to occur of the following
events: Ms. Bentley's death, the date on which Ms. Bentley becomes disabled (as
defined in the Employment Agreement), termination by GCMLP for cause (as defined
in the Employment Agreement), or with 90 days' written notice by either party.
The Employment Agreement provides for an initial base salary of $500,000 and an
annual discretionary cash bonus for each 12-month (or shorter) period ending
each February 28. For the bonus periods ending February 28, 2021 and February
28, 2022, Ms. Bentley will be entitled to minimum annual bonuses in amounts set
forth in the Employment Agreement. To receive the bonus for any bonus period,
Ms. Bentley must generally remain employed through the last day of the bonus
period and must not have previously given notice of her intent to terminate
employment.
Ms. Bentley is entitled to a one-time grant of 260,000 restricted stock units of
the Company, a portion of which is reimbursement for certain forfeited
economics, which represents the right to receive one share of Class A common
stock, subject to satisfaction of the vesting and other conditions to be set
forth in a restricted stock unit grant agreement. The grant will be made in 2021
at the same time that annual grants are made to other GCMLP employees.
Upon Ms. Bentley's termination from GCMLP without cause during the Initial Term,
Ms. Bentley is entitled to receive (i) the excess of her annual base salary rate
through the remainder of the Initial Term over $200,000, (ii) the minimum annual
bonuses, as applicable and (iii) certain benefits, including medical insurance
and any other group insurance plan maintained by GCMLP through the remainder of
the Initial Term. Further, upon Ms. Bentley's termination from GCMLP other than
(i) for cause or (ii) due to her death or disability, Ms. Bentley will receive
separation payments in the form of salary continuation payments at the rate of
$200,000 and reimbursement of COBRA continuation group health insurance premiums
for GCMLP's group health insurance coverage during the 12-month period following
her termination date.
The Employment Agreement includes confidentiality, perpetual non-disparagement
in favor of GCMLP and assignment of intellectual property provisions, as well as
a one-year post-termination non-competition and a two-year post-termination
non-interference and non-solicitation of employees, clients and marketing agent
provisions, subject to exceptions set forth in the agreement.
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Item 7.01. Regulation FD Disclosure.
On December 31, 2020, the Board declared a quarterly dividend of $0.06 per share
on the outstanding Class A common stock of the Company (the "Dividend"). The
Dividend is payable on March 15, 2021 to stockholders of record as of the close
of business on March 1, 2021.
The Company posted a press release announcing the Dividend to the "Shareholder
Relations" portion of its website at www.gcmgrosvenor.com/press-releases and
attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished in this Item 7.01 (including Exhibit 99.1) 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 liabilities
of that Section, nor shall it be deemed to be incorporated by reference into any
filing of 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.
10.1 First Amended and Restated Employment and Protective Covenants Agreement,
effective January 1, 2021, by and between Grosvenor Capital Management, L.P.
and Pamela L. Bentley.
99.1 Press Release, dated January 4, 2021.
2© Edgar Online, source Glimpses
GCM GROSVENOR INC. 
