Item 5.02 – Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Departure of Jennifer Walsh as Chief Financial Officer and Principal
On September 12, 2022, Shapeways Holdings, Inc. (the “Company”) and Jennifer
Walsh, the Company’s chief financial officer and principal accounting officer,
mutually agreed that she will depart her positions of chief financial officer
and principal accounting officer at the Company, effective October 1, 2022 (the
“Effective Date”). The Company expects Ms. Walsh to continue to serve the
Company in a non-executive capacity after the Effective Date for a period of
time to ensure an orderly transition. Ms. Walsh’s departure is not related to
any disagreement with the Company.
(c) Appointment of Alberto Recchi as Chief Financial Officer and Principal
On September 16, 2022, the Company announced that its Board of Directors (the
“Board”) appointed Alberto Recchi as chief financial officer and principal
accounting officer, effective October 1, 2022. Mr. Recchi has served as a Class
II director of the Company since its business combination transaction with
Shapeways, Inc. in September 2021 (the “Business Combination”), and will remain
on the Board as an employee director following the Effective Date.
Mr. Recchi, 49, started his career as an aerospace engineer at Agusta, presently
known as Leonardo Helicopters. In 2001 he left Italy to embark on his career in
the finance industry which spans a period of nearly two decades on Wall Street
and in the City of London. He spent 12 years at Credit Suisse advising US and
European private equity funds on a wide range of transactions including LBOs,
recapitalizations, equity offerings and mergers & acquisitions. After leaving
Credit Suisse he was a Managing Director at a co-investment platform and
cross-border boutique merchant bank based in the US. Prior to joining Shapeways’
board, Mr Recchi served as the Chief Financial Officer and a member of the board
of directors of Galileo Acquisition Corp. (“Galileo”), the
predecessor-registrant of the Company.
Mr. Recchi holds undergraduate and graduate degrees in Aerospace Engineering
from the Polytechnic of Turin, Italy, an MBA from Columbia Business School as
well as an M&A Certificate of Mastery issued by the New York Institute of
Finance. Mr. Recchi is NACD Directorship Certified® and holds certifications in
Additive Manufacturing Fundamentals from ToolingU-SME and in Additive
Manufacturing for Innovative Design and Production from MIT.
In connection with Mr. Recchi’s appointment as chief financial officer, Mr.
Recchi and the Company entered into an offer letter (the “CFO Offer Letter”).
Pursuant to the terms of the CFO Offer Letter, Mr. Recchi will receive cash
retainers for Board and committee service rendered by him prior to the Effective
Date, including retainers for the full third quarter of 2022. Mr. Recchi will
receive an annual base salary of $357,700 (the “Base Salary”) and will also be
eligible for a target annual discretionary cash bonus of 50% of his then current
Base Salary rate beginning in 2022, with a maximum target annual discretionary
cash bonus of 200% of his then current Base Salary rate in any year, prorated
based on date of hire, pursuant to the Company’s annual incentive bonus plan.
Pursuant to the CFO Offer Letter, Mr. Recchi is also entitled to receive a grant
of equity awards consisting of 880,000 restricted stock units (the “Equity
Award”). The Equity Award, including the vesting terms thereof, is subject to
approval by the Company’s compensation and human capital committee. The Company
intends to grant Mr. Recchi’s Equity Award as an “inducement grant” under the
Company’s 2022 New Employee Equity Incentive Plan. Additionally, beginning in
January 2023, Mr. Recchi will be eligible to receive an award of 100,000
performance stock units (“PSUs”), which will be subject to certain conditions,
including performance metrics, to be approved by the Company’s compensation and
human capital committee. The Company intends to grant the PSUs under its 2021
Equity Incentive Plan. Upon his appointment as chief financial officer, Mr.
Recchi will forfeit the 31,250 restricted stock units he was previously awarded
in connection with his Board service.
Pursuant to the CFO Offer Letter, Mr. Recchi is entitled to certain severance
benefits subject to specific requirements, including signing and not revoking a
general waiver and release of claims. In the event Mr. Recchi resigns for Good
Reason or the Company terminates his employment without Cause (each as defined
in the CFO Offer Letter), then as a severance benefit Mr. Recchi will be
entitled to (i) six months of salary continuation at his then current Base
Salary rate, (ii) a prorated portion of the actual bonus he would have received
under the Bonus Plan had his termination not occurred, (iii) any unpaid bonus
that would have been payable under the Bonus Plan for any fiscal year preceding
the year in which termination occurs had Mr. Recchi remained employed through
the applicable payment date (the “Prior Year Bonus”), and (iv) should Mr. Recchi
elect COBRA coverage, continued Company contributions to the premium cost of
such coverage (the “Continuation Coverage”) and that of his eligible dependents
until the earlier of (a) the six-month anniversary of his termination date and
(b) the date Mr. Recchi begins new employment that offers group health coverage.
However, if Mr. Recchi resigns for Good Reason or the Company terminates Mr.
Recchi’s employment without Cause, in either case within
12 months of a Change in Control (as defined in the CFO Offer Letter), then in
lieu of the payments described above Mr. Recchi will be entitled to (i) a lump
sum cash payment equal to the sum of (1) 12 months of Base Salary at his
then-current Base Salary rate and (2) a prorated portion of his target bonus,
(ii) the Prior Year Bonus, (iii) twelve months of Continuation Coverage as
described above, and (iv) immediate vesting in full of all service-based vesting
conditions of all of his then-outstanding equity or equity-based incentive
awards. Any such outstanding awards that are also subject to satisfaction of
performance-vesting conditions will remain outstanding and will continue to be
eligible to vest subject to the satisfaction of such conditions based on the
actual results of applicable financial or other metrics. Any individual
performance-based vesting conditions that are not based on objective financial
performance criteria shall be deemed satisfied as of the date of termination. If
the individual award agreement governing any such award provides for more
favorable vesting treatment, then the more favorable treatment will apply to
In connection with his appointment, Mr. Recchi has entered into a proprietary
information and inventions agreement with the Company, which contains (i)
customary invention assignment and confidentiality provisions and (ii)
non-compete and non-solicit covenants for 12 months post-termination of
employment. Mr. Recchi has also previously entered into the Company’s standard
form of indemnification agreement.
. . .
Item 7.01 – Regulation FD Disclosure.
On September 16, 2022, the Company issued a press release announcing the changes
in its executive leadership. A copy of the press release is furnished herewith
as Exhibit 99.1.
The information in this Item 7.01 is being furnished and 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 such information be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
Item 8.01 – Other Events.
Effective immediately, Mr. Recchi has resigned from his positions as a member of
the Board’s Audit Committee, a member of the Board’s Compensation and Human
Capital Committee, and chairman of the Board’s Nominating and Corporate
The Board has appointed Ryan Kearny as a member and chairman of the Nominating
and Corporate Governance Committee to replace Mr. Recchi. Mr. Kearny, an
independent director, has served on the Board since the Business Combination and
is a member of the Audit Committee. The Board has also appointed Robert Jan
Galema as a member of the Audit Committee to replace Mr. Recchi. Mr. Galema
previously served on the board of directors of Shapeways, Inc., has served on
the Board since the Business Combination and is a member of the Compensation and
Human Capital Committee and a prior member of the Audit Committee. Mr. Galema
qualifies as independent under NYSE rules applicable to board members generally
and under NYSE rules and Exchange Act Rule 10A-3 specific to audit committee
members, and meets the requirements for financial literacy under the applicable
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Offer Letter dated as of September 15, 2022 between Shapeways Holdings, Inc. and Alberto Recchi 10.2 Shapeways Holdings, Inc. 2022 New Employee Equity Incentive Plan and forms of agreements thereunder 99.1 Press release issued by Shapeways Holdings, Inc. on September 16 , 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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