Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on November 22, 2022, the Board of Directors (the
"Board") of MarketWise, Inc. (the "Company") appointed Dr. Stephen Sjuggerud to
serve as interim Chief Executive Officer ("Interim CEO").
In connection with Dr. Sjuggerud's appointment as Interim CEO, on December 27,
2022, the Compensation Committee of the Board presented an Offer Letter that Dr.
Sjuggerud accepted (the "Interim CEO Offer Letter") which sets forth certain
compensation terms that supplement and/or supersede the compensation terms set
forth in Dr. Sjuggerud's Employment Agreement with the Company dated May 1, 2015
(the "Employment Agreement") with respect to his service as Interim CEO. The
Interim CEO Offer Letter provides that Dr. Sjuggerud will receive an annual base
salary of $750,000 for his service as Interim CEO, with guaranteed minimum
salary payments of $375,000 in the event of the termination by the Company
without cause of his Interim CEO role prior to the six-month anniversary of his
appointment and of $750,000 in the event of the termination by the Company
without cause of his Interim CEO role upon or following the six-month
anniversary but prior to the twelve-month anniversary of his appointment. In
addition, the Offer Letter provides that Dr. Sjuggerud will be eligible to
receive a discretionary bonus of up to $375,000 upon the six-month anniversary
of his appointment as Interim CEO (or upon the termination of his Interim CEO
role, if earlier) and, if the duration of his employment as Interim CEO exceeds
6 months, an additional discretionary bonus of up to $375,000 following the
termination of his Interim CEO role. Except as set forth in the Interim CEO
Offer letter, the Employment Agreement will remain in full force and effect
during Dr. Sjuggerud's service as Interim CEO and following the termination of
such service.
The foregoing description of the Interim CEO Offer Letter and Employment
Agreement are qualified in their entirety by the full text of such agreements,
which are filed as Exhibits 10.1 and 10.2 hereto and incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No. Description
10.1 Offer Letter, effective as of December 27, 2022, by and between
MarketWise, Inc. and Dr. Stephen Sjuggerud.
10.2 Employment Agreement, effective as of May 1, 2015, by and between
Stansberry & Associates Investment Research, LLC.
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in
Exhibit 101).
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