Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Director
Mr. Darren Jacklin has notified the Board of Directors (the “Board”) of eXp World Holdings, Inc. (the “Company”) that he intends to resign as a member of the Board of the Company, effective September 7, 2023. Mr. Jacklin’s resignation is not the result of any disagreement with the Company.
Election of Director
On September 1, 2023, the Company’s Board unanimously consented to appoint Mr. Frederick Reichheld, 71, as an independent director to the Company’s Board to fill the vacancy created by Mr. Jacklin’s resignation. Mr. Reichheld’s directorship will take effect on September 7, 2023 and he will hold office until the next annual meeting of the Company’s stockholders or until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Mr. Reichheld was nominated by a majority of the Board’s independent directors after a thorough review of the candidate’s background and relevant experience as well as his qualifications as an independent director. The Board believes that Mr. Reichheld is qualified to serve as a director because of his professional and academic experience advising clients on matters of customer, employee, partner and investor loyalty as well as his proven leadership experience. Mr. Reichheld has been named to the Nominating & Corporate Governance Committee and ESG Committee of the Board.
Mr. Reichheld has more than 45 years of experience as a leading expert on customer and employee loyalty. Mr. Reichheld joined Bain & Company, Inc., a global business consulting firm, in 1977, was elected to the partnership of Bain & Company, Inc. in 1982, and was elected as the first Bain Fellow in January 1999, a position he continues to hold currently. Mr. Reichheld is the creator of the Net Promoter® system of management and founded Bain's Loyalty practice, which helps clients achieve superior results through improvements in customer, employee, partner and investor loyalty and has also served in a variety of other roles, including as a member of Bain & Company's Worldwide Management, Nominating, and Compensation Committees. Mr. Reichheld is a frequent speaker to major business forums and groups of CEOs and senior executives worldwide and has authored several books, including Winning on Purpose and The Ultimate Question 2.0. Since 2015, Mr. Reichheld has served as a member of FirstService Corp.’s Board of Directors and currently serves on its Nominating and Corporate Governance Committee. Since 2020, Mr. Reichheld has also served as a member of Bilt, Inc.’s Board of Directors. Mr. Reichheld received his Bachelor of Arts in Economics from Harvard University and his Master of Business Administration from Harvard Business School.
Mr. Reichheld will participate in the Company’s standard compensation program available to the Company’s non-employee independent directors, which is discussed in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 6, 2023 (Non-Employee Director Compensation – Independent Director Compensation), which is incorporated herein by this reference. Pursuant to that program, upon initial appointment to the Board, Mr. Reichheld received a stock option grant of 25,063 shares of the Company’s common stock, which will vest monthly in equal installments over three years, subject to his continued service. Additionally, Mr. Reichheld will be eligible to receive cash compensation of $200,000 annually, paid in equal monthly installments.
There are no arrangements or understandings between Mr. Reichheld and any other person, in each case, pursuant to which Mr. Reichheld was appointed to serve on the Board. There are no family relationships between Mr. Reichheld and any other director or executive officer of the Company and there have been no transactions between Mr. Reichheld and the Company in the last fiscal year, and none are currently proposed, that would require disclosure under Item 404(a) of Regulation S-K.
Item 7.01Regulation FD Disclosure
On September 7, 2023, the Company issued a press release announcing Mr. Reichheld’s appointment to the Company’s Board. A copy of the press release is filed with this Form 8-K as Exhibit 99.1.
The information contained in this Item 7.01, including Exhibit 99.1, of this report on Form 8-K 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 liability of that section, and it will not be incorporated by reference into any registration
