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 October 30, 2020, Envestnet, Inc. (“Envestnet”) announced the retirement of Scott Grinis, Chief Technology Officer, effective June 30, 2021 (the “Separation Date”). As part of the separation arrangement described below, Mr. Grinis has agreed to remain employed through the Separation Date to provide transition services to Envestnet in such a critical role, and Envestnet will make a retention payment to him following such retention period as described below.
Pursuant to the terms of a severance agreement and general release, dated as of October 29, 2020, between Mr. Grinis and Envestnet Financial Technologies, Inc. (the “Agreement”), Mr. Grinis will be entitled to certain severance benefits following his retirement in exchange for signing and not revoking a release of claims against Envestnet and its affiliates and in exchange for compliance with certain provisions protecting Envestnet’s interests, such as non-competition, non-solicitation, confidentiality and non-disparagement obligations. Such severance benefits include a cash payment of $1,088,050, payable in equal installments on Envestnet’s regular payroll dates over a period of two years beginning on the Separation Date, subject to the Agreement and a supplemental release agreement being effective as of the 60-day anniversary of the Separation Date and Mr. Grinis not being in breach of the Agreement. Mr Grinis will also be entitled to a pro-rata bonus for the year of termination in an amount of $113,571 and a retention payment of $550,000, payable on the 60-day anniversary of the Separation Date subject to the same conditions as the cash payment. Additionally, Mr. Grinis will have the right to continue to exercise certain vested stock options that he holds for a certain period following the Separation Date consistent with the terms of the stock option grant agreements for such stock options and the right to vest in a pro-rata portion of previously granted performance share units grants based on the portion of the three-year period following the grant date for each grant that he worked and subject to the satisfaction of the applicable performance goals in such performance share unit grant, in each case, pursuant to the Envestnet Inc. 2010 Long-Term Incentive Plan (the “LTIP”). Mr. Grinis will not be eligible for any additional grants pursuant to the LTIP in 2021, he will forfeit any grants of restricted stock units that have not vested prior to the Separation Date and he will forfeit the portion of the performance share units that are not part of the pro-rata portion that remains eligible for vesting. All of Mr. Grinis’s awards under the LTIP and any unpaid portions of the cash payments described above are subject to forfeiture in the event Mr. Grinis violates the terms of certain covenants, such as his non-competition, non-solicitation, confidentiality and non-disparagement obligations, and the equity awards and cash bonus amounts remain subject to the terms of the Envestnet, Inc. Clawback Policy.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 | Severance Agreement and General Release, dated as of October 29, 2020, between Envestnet Financial Technologies, Inc. and Scott Grinis | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |
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.
| ENVESTNET, INC. | ||
| By: | /s/ Peter D’Arrigo | |
| Name: | Peter D’Arrigo | |
| Title: | Chief Financial Officer | |
Date: October 30, 2020