Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 25, 2022, the board
of directors (the “Board”) of Landcadia Holdings IV, Inc. (the “Company”) appointed Michael S. Chadwick to the
Board. Mr. Chadwick was appointed to serve as a Class II director with a term expiring at the Company’s second annual meeting of
stockholders.
The Board appointed Mr.
Chadwick, who was determined to be an “independent director” as defined in the applicable rules of The Nasdaq Capital
Market LLC and the applicable rules of the U.S. Securities and Exchange Commission (the “Commission”), to the
Board’s Audit Committee as a member and the chairperson. Mr. Chadwick was also determined to qualify as an “audit
committee financial expert” as defined by the rules of the Commission. In connection with such appointment, Tilman J. Fertitta
resigned as chairperson and member of the Audit Committee. Mr. Fertitta will remain Co-Chairman of the Board and Chief Executive
Officer.
Mr. Chadwick, 70, has been
a director of Golden Nugget Online Gaming, Inc. since May 2019. He was previously a director of Landcadia Holdings, Inc. from May 8, 2017
through the consummation of the Waitr business combination. Mr. Chadwick has been in the commercial, investment and merchant banking businesses
since 1975. Additionally, since April 2018, Mr. Chadwick has served as Managing Director and Principal of Chadwick Capital Advisors, LLC.
Previously, since June 2017, he operated as an independent contractor serving as Managing Director and Principal of SLCA Capital, LLC,
a registered broker dealer and member of FINRA and SIPC. Mr. Chadwick has arranged private and public debt and equity capital and has
provided financial advisory services relating to merger and acquisition activity, for numerous public and privately held companies across
a broad spectrum of industries for over 45 years. Mr. Chadwick was most recently a Managing Director of Shoreline Capital Advisors, Inc.
from 2011 to 2017. He was a Managing Director at Growth Capital Partners, LP during 2010. From 1994 through 2009, Mr. Chadwick was a Senior
Vice President and Managing Director of Sanders Morris Harris Group, Inc. (“SMHG”), which at that time was the largest investment
banking firm headquartered in the Southwest. Prior to SMHG, Mr. Chadwick in 1988 co-founded Chadwick, Chambers and Associates, Inc., an
investment and merchant banking boutique specializing in providing traditional corporate finance services and, in select situations, sponsoring
financial transactions as principal. Mr. Chadwick has served on numerous boards of directors of both private and public companies, including
service as the chairman of the audit committee of Landry’s Inc. when it was a public company. Presently, he serves on the boards
of directors of Moody-Price, LLC, Trophy Windows, LLC, Lone Star Industrial Materials, LLC, Landry’s Inc. and the audit and compliance
committees for Golden Nugget Atlantic City, LLC, as well as on the Board of Trustees of the Harris County Hospital District Foundation.
The Board believes Mr. Chadwick is qualified to serve as a director due to his leadership in the entertainment and dining industries,
as well as his extensive business and financial experience in commercial, investment and merchant banking.
On March 25, 2022, the Company
entered into an indemnity agreement (the “Indemnity Agreement”) with Mr. Chadwick, pursuant to which the Company has agreed
to provide contractual indemnification to Mr. Chadwick, in addition to the indemnification provided in the Company’s Second Amended
and Restated Certificate of Incorporation, against liabilities that may arise by reason of his service on the Board, and to advance expenses
incurred as a result of any proceeding against Mr. Chadwick as to which he could be indemnified, in the form previously filed as Exhibit
10.8 to the Company’s Registration Statement on Form S-1 (File No. 333-253100) for its initial public offering, initially filed
with the U.S. Securities and Exchange Commission on February 12, 2021 (the “Registration Statement”).
On March 25, 2022, the Company
entered into a letter agreement with Mr. Chadwick (the “Letter Agreement”) on substantially the same terms as the form of
letter agreement previously entered into by and between the Company and each of its other directors in connection with the Company’s
initial public offering.
The foregoing descriptions
of the Indemnity Agreement and the Letter Agreement do not purport to be complete and are qualified in their entireties by reference to
the form of indemnity agreement and the Letter Agreement, copies of which are attached as Exhibit 10.8 to the Registration Statement and
Exhibit 10.1 hereto, respectively, and are incorporated herein by reference.
There are no arrangements
or understandings between Mr. Chadwick and any other persons pursuant to which Mr. Chadwick was selected as a director of the Company.
There are no family relationships between Mr. Chadwick and any of the Company’s other directors or executive officers and Mr. Chadwick
does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
