UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Long-Term Incentive Awards
On June 14, 2024, the Compensation Committee of the Board of Directors of Offerpad Solutions Inc. (the “Company”) approved an amendment (the “Amendment”) to the awards previously granted to the Company’s Chief Executive Officer (Brian Bair), Chief Legal Officer (Benjamin Aronovitch) and Senior Vice President, Finance and Former Interim Chief Financial Officer (James Grout) pursuant to the Company’s long-term incentive program (the “LTIP Awards”). Each LTIP Award was granted under the Company’s 2021 Incentive Award Plan (the “2021 Plan”) in 2023 and becomes “earned” based on the appreciation in the price of our Class A Common Stock over applicable price per share goals (the “Price Per Share Goals”) during a performance period ending on June 12, 2026.
The Amendment makes the following material changes to the LTIP Awards:
| • | The performance period will commence on June 12, 2024 and end on June 12, 2027 (rather than commencing and ending on June 12, 2023 and June 12, 2026, respectively). |
| • | The portion of each LTIP Award that becomes earned (the “Earned Award”) will vest (i) with respect to 50% of the Earned Award on June 12, 2027 (rather than on June 12, 2026), and (ii) with respect to the remaining 50% of the Earned Award on June 12, 2028 (rather than on June 12, 2027), in each case, subject to the applicable executive’s continued service through the applicable vesting date. |
| • | The following table sets forth the modified Price Per Share Goals and sharing rate percentages: |
| Sharing Rate | ||||||||
| Tranche |
Price Per Share Goal |
Brian Bair Chief Executive Officer |
Benjamin Aronovitch Chief Legal Officer |
James Grout Senior Vice President, Finance and Former Interim Chief Financial Officer | ||||
| First Tranche |
$11.25 | 0.224% | 0.031% | 0.031% | ||||
| Second Tranche |
$18.75 | 0.343% | 0.031% | 0.031% | ||||
| Third Tranche |
$26.25 | 0.476% | 0.031% | 0.031% | ||||
| Fourth Tranche |
$33.75 | 0.546% | 0.031% | 0.031% | ||||
The foregoing description of the LTIP Awards does not purport to be complete and is subject to and qualified in its entirety by reference to the applicable form of award agreement, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) The following exhibits are filed as part of this Current Report on Form 8-K:
| Exhibit |
Description | |
| 10.1 | Form of Amended and Restated Long Term Incentive Award Agreement (under the 2021 Incentive Award Plan) | |
| 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 thereunto duly authorized.
| Offerpad Solutions Inc. | ||||||
| Date: June 20, 2024 | By: | /s/ Benjamin A. Aronovitch | ||||
| Benjamin A. Aronovitch | ||||||
| Chief Legal Officer and Secretary | ||||||