Filing Overview
Katapult Holdings, Inc. filed this Form 8-K on November 17, 2022, reporting executive leadership changes under Item 5.02. The filing does not provide operating results or financial statements for a reporting period.
Executive Leadership Change
- Nancy Walsh, age 61, was appointed Chief Financial Officer effective December 12, 2022.
- Karissa Cupito will step down as Chief Financial Officer and transition to a senior advisory role effective December 12, 2022.
- Ms. Walsh previously served as CFO of LL Flooring Holdings, Pier 1 Imports and The Bon-Ton Stores, and held finance leadership roles at Tapestry.
- Ms. Walsh also serves on the board of directors of Sportsman’s Warehouse Holdings.
Compensation and Employment Terms
- Annual base salary of $550,000.
- Target annual incentive opportunity equal to 75% of annual base salary, beginning in 2023.
- Subject to board approval, a one-time restricted stock unit award with a grant-date fair value of $450,000, vesting over four years following an initial one-year cliff.
- Subject to board approval, a one-time performance share unit award with a grant-date fair value of $450,000, expected no later than July 2023. Vesting will depend on performance targets to be established near the grant date.
- A one-time cash sign-on bonus of $132,000, payable in two installments. Previously paid installments must be repaid if Ms. Walsh resigns within six months after starting.
- Eligibility for the company’s health, welfare and retirement benefit programs.
Other Terms, Risks and Unusual Items
- Ms. Walsh will enter into confidentiality, invention-assignment and non-solicitation obligations covering the company’s employees, customers and suppliers during employment and for 12 months thereafter.
- She will also enter into the company’s standard executive and director indemnification agreement.
- The filing states that no compensation arrangement had been entered into with Ms. Cupito in connection with her transition as of the filing date.
- The restricted stock unit and performance share unit awards remain subject to board approval, and the performance conditions for the performance share units had not yet been established.
- The offer letter’s description is qualified by the full agreement, which the company stated would be filed as an exhibit to its Form 10-K for the fiscal year ending December 31, 2022.
Financial Metrics and Outlook
The filing text does not provide clear values for revenue, profit, cash flow, margins, debt, liquidity, guidance or operating outlook. No material financial results or forecast changes are reported.
Investor Verification Items
- Confirm Ms. Walsh’s start date and completion of the CFO transition on December 12, 2022.
- Review the full offer letter and subsequent Form 10-K disclosure for the final equity award terms and performance targets.
- Monitor whether compensation arrangements are later established for Ms. Cupito’s senior advisory role.
- Assess subsequent filings for the company’s financial condition, liquidity, operating performance and any additional management changes.