Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 28, 2023, the Board of Directors (the “Board”) of Semrush Holdings,
Inc. (the “Company”) approved a board size increase from seven (7) to nine (9)
members and appointed Anna Baird to one of the newly created seats as a Class I
director, and Steven Aldrich to the other newly created seat as a Class II
director, effective immediately. The term of the Company’s Class I directors,
including Ms. Baird, expires at the annual meeting to be held in 2025, and the
term of the Class II directors, including Mr. Aldrich, expires at the annual
meeting of stockholders to be held in 2023, or in either case upon the election
and qualification of successor directors. At the time of their appointments, it
was not determined which Board committees Ms. Baird and Mr. Aldrich would sit
on.
There are no arrangements or understandings between either Ms. Baird or Mr.
Aldrich and any other person pursuant to which they were selected as a director,
and neither has a family relationship with any director or executive officer of
the Company. Neither Ms. Baird, nor Mr. Aldrich has any direct or indirect
material interest in any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.
Each of Ms. Baird’s and Mr. Aldrich’s compensation will be consistent with that
provided to all of the Company’s non-employee directors pursuant to the
Company’s Non-Employee Director Compensation Policy, a copy of which policy is
included as Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the
year ended December 31, 2021. In addition, the Board approved entering into
indemnification agreements with Ms. Baird and Mr. Aldrich in connection with
their appointments to the Board, in substantially the same form as that entered
into with the Company’s other directors.
On March 6, 2023, the Company also announced that Brian Mulroy has been
appointed the Company’s Chief Financial Officer, effective April 10, 2023.
Mr. Mulroy most recently served as SVP Finance at Microsoft Corporation since
March, 2022, and before that he served as SVP Finance at Nuance Communications,
Inc. from November 2019 through February 2022 and VP FP&A and Corporate Finance
at Nuance from March 2016 through October 2019.
In connection with his appointment, the Company and Mr. Mulroy entered into an
offer letter pursuant to which Mr. Mulroy will receive an annual base salary of
$400,000 and will be eligible to participate in the Company’s senior executive
incentive bonus plan (the “Bonus Plan”) beginning in fiscal year 2023, prorated
based on his start date. Mr. Mulroy’s target bonus under the Bonus Plan will be
100% of his base salary, subject to Company and individual performance. The
offer letter also provides that Mr. Mulroy will receive the following equity
awards granted under the Company’s 2021 Stock Option and Incentive Plan: (i) an
initial equity award valued at $2,500,000, comprised of 50% restricted stock
units (“RSUs”) and 50% stock options, that shall vest over four years, with an
initial 25% vesting on the one-year anniversary of the grant date, subject to
Mr. Mulroy’s continued employment with the Company on the applicable vesting
dates; and (ii) a sign-on equity award valued at $1,600,000, comprised of 100%
RSUs, that shall vest in full on the one year anniversary of Mr. Mulroy’s start
date, subject to Mr. Mulroy’s continued employment with the Company on the
applicable vesting dates. Each such equity grant shall fully vest if Mr. Mulroy
is terminated in connection with a change of control of the Company. Mr. Mulroy
will also enter into the Company’s standard form of indemnification agreement
for its officers.
There are no family relationships between Mr. Mulroy and any director or
executive officer of the Company. In addition, Mr. Mulroy has no direct or
indirect material interest in any transaction or proposed transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K.
On March 6, 2023, the Company also announced that Evgeny Fetisov will step down
as Chief Financial Officer as of April 10, 2023, and will remain with the
Company in an advisory capacity to ensure a smooth transition of his duties to
Mr. Mulroy. The Company expects to enter into a separation agreement with Mr.
Fetisov in connection with his separation from the Company, pursuant to which he
will receive six (6) months’ salary, and health and welfare benefits. We also
expect to enter into an advisory services agreement with Mr. Fetisov pursuant
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to which he will continue vesting in his outstanding equity awards for a period
of six months following his separation.
Item 7.01. Regulation FD Disclosures
On March 6, 2023, the Company issued a press release announcing that Ms. Baird
and Mr. Aldrich have been appointed to the Board, and that Mr. Mulroy, will
assume the role of Chief Financial Officer . A copy of the press release
announcing these appointments and departure is furnished as Exhibit 99.1 and
incorporated herein by reference. The information in this Item 7.01 and Exhibit
99.1 attached hereto is intended to be 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 it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as expressly set
forth by specific reference to such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release issued by the registrant on March 6, 2023, furnished herewith. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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