UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 19, 2022, the Board of Directors (the “Board”) of EngageSmart, Inc. (the “Company”), upon the recommendation of its Nominating and Corporate Governance Committee, appointed Diego Rodriguez (the “New Director”) to the Board, effective immediately. Mr. Rodriguez will serve as a Class I director for a term expiring at the Company’s annual meeting of stockholders to be held in 2022, until his successor is duly elected and qualified or his earlier death, disqualification, resignation or removal.
The New Director is eligible to participate in the Company’s Non-Employee Director Compensation Policy, which provides for: (i) an annual cash retainer of $60,000 for serving on the Board, earned on a quarterly basis; (ii) an initial equity-based award of restricted stock units (the “Initial Award”) in an amount equal to $500,000 that vests in substantially equal annual installments over three years following the grant date, subject to such New Director’s continued service on the Board through each such vesting date; and (iii) following each annual meeting of the Company’s stockholders, an annual equity-based award of restricted stock units in an amount of $170,000 that vests on the first anniversary of the date of grant, subject to such New Director’s continued service on the Board through such vesting date. On January 19, 2022, the New Director was granted an Initial Award in an amount equal to $500,000. The New Director has entered into the Company’s standard indemnification agreement for directors and officers.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENGAGESMART, INC. | ||||||
| Date: January 25, 2022 | By: | /s/ Charles Kallenbach | ||||
| Charles Kallenbach | ||||||
| General Counsel | ||||||