Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
Departure of Ms. Cook as Chief Financial Officer
On March 21, 2023, Better Choice Company Inc. (the “Company”) announced that Sharla A. Cook, age 42, has resigned from her role as Chief Financial Officer, Secretary and Treasurer of the Company, effective April 3, 2023 (the “Separation Date”).
Appointment of Interim Chief Financial Officer
On March 21, 2023, the Company announced that Carolina Martinez, age 33, was appointed as Interim Chief Financial Officer, Secretary and Treasurer of the Company, effective April 3, 2023.
Mrs. Martinez is a Director of CFO Partnership Solutions at ONE10 Advisors, LLC, ("ONE10 Advisors") a strategic finance and accounting advisory firm in Tampa, FL. Prior to joining ONE10 Advisors in January 2022, Mrs. Martinez spent nine years at PricewaterhouseCoopers, LLP where she served as a Manager in the National Quality Organization office from March through December 2021, and in various assurance roles from January 2013 through March 2021 where she primarily served publicly traded companies. Mrs. Martinez is a Certified Public Accountant in the State of Florida and holds a Master of Science in Accounting from The University of Tampa and a Bachelor of Science in Business Administration, Accounting from the University of Central Florida.
Pursuant to an Engagement Agreement, dated as of March 13, 2023, between ONE10 Advisors, LLC ("ONE10") and the Company (the “Engagement Agreement”), ONE10 has agreed to provide financial support services, including, without limitation, the services of Mrs. Martinez to serve the Company on an interim basis, as the Company’s Interim Chief Financial Officer and Principal Financial and Accounting Officer. The Engagement Agreement has an initial term of six months and a six-month renewal term at the option of the parties. The Engagement Agreement is terminable by either party upon 30 days prior written notice. As compensation for the services to be provided by ONE10, including the services of Mrs. Martinez, the Company has agreed to pay ONE10 a monthly fee of $22,000.
Pursuant to an Interim Officer Agreement, dated as of March 20, 2023, by and between Mrs. Martinez and the Company (the “Interim Officer Agreement”), the Company has agreed, among other things, to indemnify Mrs. Martinez and ONE10, for any possible claim or threatened, pending or completed proceeding, proceeding, whether civil, criminal or investigative, resulting from Executive’s involvement with the Company so long as such claims or potential claims are not the result of fraudulent or reckless actions of the Executive. The Interim Officer Agreement also contains non-solicitation, non-disparagement, confidentiality, and proprietary rights provisions protecting the Company.
The foregoing descriptions of the Engagement Agreement and the Interim Officer Agreement are qualified in their entirety by reference to the Engagement Agreement and the Interim Officer Agreement filed as Exhibits 10.1 and 10.2, respectively, to this Current Report.
Other than as described in this Current Report, there are no other arrangements or understandings between Mrs. Martinez and any other persons pursuant to which she was appointed to the office described above, no family relationship exists among any of the Company’s directors or executive officers and Mrs. Martinez, and Mrs. Martinez does not have any direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01 Exhibits
(d) Exhibits.