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 March 30, 2022, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of CuriosityStream Inc. (the “Company”) reviewed and approved updates to the compensation of Devin Emery, CPO and EVP Content Strategy. Effective March 1, 2022, the base salary for Mr. Emery will increase to $390,000 per year, which will be increased further to $413,400 per year effective as of January 1, 2023, subject to performance. Mr. Emery’s annual incentive target will increase to 70% of his annual base salary. The Company also approved (i) an additional bonus equal to $150,000, subject to him remaining actively employed in good standing by the Company on December 31, 2022, which will be payable on the first business day after January 1, 2023, and (ii) an additional bonus equal to $200,000, subject to him remaining actively employed in good standing by the Company on December 31, 2023, which will be payable on the first business day after January 1, 2024.
In addition, the Compensation Committee approved the grant of 99,666 restricted stock units (“RSUs”) and 384,615 stock options on March 30, 2022 under the Company’s Omnibus Incentive Plan (the “Plan”) to Mr. Emery. The number of RSUs granted is equal to the product of $1,000,000 and 30%, divided by the Fair Market Value (as defined in the Plan) on the grant date of $3.01, and the number of stock options granted is equal to the product of $1,000,000 and 70%, divided by the Black-Scholes valuation of a share of the Company’s common stock on the grant date of $1.82. The first $100,000 of stock options (measured by the Fair Market Value of the shares underlying the options) that are scheduled to vest in any calendar year with respect to Mr. Emery are treated as incentive stock options to the extent permitted under applicable law and, under the Plan, the remaining stock options are treated as non-qualified stock options. The exercise price of the stock options granted is $3.01, the Fair Market Value on the grant date. All of the stock options and the RSUs will vest in accordance with the terms of the Plan and in equal increments of one third of the shares of Company common stock subject to the grants on each of the first, second and third anniversary of the grant date, subject to Mr. Emery’s continued employment on each such anniversary of the grant date.
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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.
| CURIOSITYSTREAM INC. | |||
| By: | /s/ Tia Cudahy | ||
| Name: | Tia Cudahy | ||
| Title: | Chief Operating Officer and General Counsel | ||
Date: April 4, 2022
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