Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
Election of New Director
On January 6, 2021, the Board of Directors of GWG Holdings, Inc. (the "Company")
appointed Mr. Jeffrey N. MacDowell as a director of the Company. Mr. MacDowell
was appointed as a Class II director. Class II directors will be elected or
re-elected at the Company's upcoming 2020 annual stockholders' meeting,
scheduled to held on February 24, 2021. In addition, the Board of Directors
appointed Mr. MacDowell to the Special Committee of the Board of Directors.
Mr. MacDowell is a Partner at Hillstar Capital, a Texas-based private equity
firm focused on investments at the smaller end of the middle market. Prior to
joining Hillstar in 2015, Mr. MacDowell was a Managing Director at American
Capital, a publicly traded private equity and asset manager. Prior to joining
American Capital in 2001, Mr. MacDowell was Vice President Finance for Dynamex,
a publicly-traded transportation and logistics company. From 1996 to 1998, Mr.
MacDowell was with BACE Industries LLC., a Denver-based private equity firm
where he was the Vice President of RentX Industries Inc., an equipment rental
industry consolidator. Prior to joining BACE, from 1991 to 1996, Mr. MacDowell
served as Vice President in the Merchant Banking Group of Banque Paribas. Prior
to Paribas, Mr. MacDowell was with CS First Boston in the Dallas Investment
Banking group.
Mr. MacDowell will receive compensation for his Board and committee service in
accordance with the Company's standard compensation arrangements for
non-employee directors, which are described in the Company's definitive proxy
statement on Schedule 14A filed with the Securities and Exchange Commission on
November 22, 2019.
In connection with Mr. MacDowell's appointment to the Board, the Company expects
to enter into the Company's standard form indemnification agreement for
directors and executive officers with Mr. MacDowell, the form of which was
incorporated by reference as Exhibit 10.17 to the Company's Annual Report on
Form 10-K for the year ended December 31, 2019.
There is no arrangement or understanding between Mr. MacDowell and any other
person pursuant to which Mr. MacDowell was appointed as a director, and there
are no reportable transactions under Item 404(a) of Regulation S-K with respect
to Mr. MacDowell.
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