Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On March 28, 2022, the Board of Directors (the “Board”) of PLBY Group, Inc. (the “Company”) appointed Juliana F. Hill, effective immediately, (i) as a Class II director to fill a vacancy on the Board, and (ii) to serve as the Chairperson of the Board’s Audit Committee and as a member of the Compensation Committee and the Corporate Governance and Nominating Committee of the Board. With Ms. Hill’s appointment, the Board is comprised of five directors, two of whom are women.
Ms. Hill, age 53, currently serves as the Manager of JFH Consulting LLC, which she founded in 2013 to provide financial and strategic advisory services. Since 2020, Ms. Hill has also served as a director of National Cinemedia, Inc. (Nasdaq: NCMI), the largest cinema advertising network in the United States, and serves as the Chair of its Audit Committee. From 2013 to 2019, Ms. Hill worked at iHeartMedia, Inc., formerly Clear Channel Communications, Inc., a digital media company, as the Senior Vice President of Liquidity and Asset Management, and also led a steering committee for the separation of iHeartMedia’s subsidiary, Clear Channel Outdoor Holdings. Prior to that, from 2000 to 2010, she worked as iHeartMedia’s Senior Vice President of Finance. Previously, Ms. Hill was an associate in US West Communications, Inc.’s executive development program and an audit manager at Ernst & Young LLP. Ms. Hill holds a Bachelor of Science degree in Accounting from Trinity University, and a Master of Business Administration degree from the Kellogg School of Management at Northwestern University. She is also a certified public accountant in the state of Texas.
We believe Ms. Hill’s experience as a financial executive and as a director and chairperson of a public company qualifies her to serve on our Board and as chairperson of our Audit Committee and to provide guidance to our internal audit function and financial advice to our Board. Ms. Hill will be compensated in accordance with the Company’s standard compensation policies and practices for non-employee directors of the Board, and she will be entitled to receive the same indemnification from the Company as its other directors, each of which are described in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on February 16, 2021.
In connection with her appointment, the Board has determined that Ms. Hill (i) meets the requirements for audit committee service contained in Nasdaq Listing Rule 5605(c)(2)(A); (ii) is an “independent director” as contemplated by Nasdaq Listing Rule 5605(b)(1); and (iii) is an “audit committee financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K. Ms. Hill’s initial term will expire at the Company’s next annual meeting of stockholders or her earlier resignation or removal. As of the date of this Current Report on Form 8-K, neither Ms. Hill nor any of her immediate family members is a party, either directly or indirectly, to any transaction that would be required to be reported under Item 404(a) of Regulation S-K, nor is Ms. Hill party to any understanding or arrangement pursuant to which she was appointed as a director. Ms. Hill does not have any family relationship with any director or executive officer of the Company.
Compliance with Nasdaq Rules Following Appointment of Ms. Hill
On March 29, 2022, the Company notified Nasdaq of Ms. Hill’s appointment to the Board, the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee. With Ms. Hill’s appointment, the Company believes that it has regained compliance with (i) Nasdaq Listing Rule 5605(c)(2)(A), which requires the audit committee of a Nasdaq-listed company to have a minimum of three members, each of whom satisfies the independence requirements set forth in the applicable listing rules (the “Nasdaq Rules”) and (ii) Nasdaq Listing Rule 5605(b)(1), which requires that the majority of the board of directors of a Nasdaq-listed company be comprised of “independent directors” as defined in the Nasdaq Rules.
The Company issued a press release, on March 30, 2022, announcing the appointment of Ms. Hill to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.