Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
New General Counsel
Effective June 26, 2023 (the "Effective Date"), Andrew Dahlinghaus, 48, will
serve as General Counsel of Skillz Inc. (the "Company") and report directly to
the Chief Executive Officer. Mr. Dahlinghaus previously served as the Senior
Vice President, Chief Compliance Officer & Associate General Counsel of Clario,
a healthcare research and technology firm from 2021 to 2023. Prior to that, Mr.
Dahlinghaus served as Vice President, Legal & Chief Compliance Officer at JUUL
Labs, Inc., an electronic cigarette company from 2019 to 2021. Prior to JUUL
Labs, Inc., Mr. Dahlinghaus served as Vice President, Chief Compliance Officer &
Assistant General Counsel at ConvaTec Group PLC, a medical products and
technologies company from 2015 to 2019. Prior to that, he served as Vice
President of Compliance; Chief Commercial Counsel - Surgical Solutions at
Covidien LP (later acquired by Medtronic plc), a global health care products
company and medical device manufacturer from 2009 to 2015. Prior to Covidien LP,
Mr. Dahlinghaus practiced as an attorney at Arent Fox, LLP from 2005 to 2009.
Mr. Dahlinghaus holds a Bachelor of Arts degree in Political Science from
Indiana University Bloomington and a Juris Doctor degree from The George
Washington University Law School.
As previously disclosed, Charlotte Edelman, the Company's current General
Counsel, will be stepping down as an officer of the Company on the Effective
Date and is transitioning to an advisor role during a transition period as
further discussed below.
Under an offer letter that Mr. Dahlinghaus entered into with the Company, and
approved by the Company's Compensation Committee on May 26, 2023, he will be
paid a salary of $350,000 per year. He will also be eligible to receive annual
target incentive compensation of $350,000 (pro-rated for 2023), subject to
achievement of certain performance goals. The Company will also grant Mr.
Dahlinghaus a restricted stock unit award covering shares of the Company's Class
A common stock with a grant date value equal to $500,000. Such grant vests 100%
on the first anniversary of the grant date, subject to continuous service with
the Company through the vesting date, provided that the grant vests in full if
Mr. Dahlinghaus is terminated without cause following a change of control of the
Company. In addition, the Company will also grant to Mr. Dahlinghaus a
performance stock unit award covering shares of the Company's Class A common
stock with a grant date value equal to $500,000. Such grant vests over a
one-year period, subject to continuous service with the Company through each
applicable vesting date and the attainment of certain corporate performance
goals. Mr. Dahlinghaus will also receive a one-time relocation retention payment
in the amount of $75,000, which is repayable to the Company if Mr. Dahlinghaus
voluntarily leaves the Company within twelve months of his start date or is
terminated for cause.
There are no family relationships between Mr. Dahlinghaus and any of the
directors or executive officers of the Company, and there are no transactions in
which Mr. Dahlinghaus has an interest requiring disclosure under Item 404(a) of
Regulation S-K. There is no arrangement or understanding between Mr. Dahlinghaus
and any other person pursuant to which Mr. Dahlinghaus was appointed as an
officer of the Company.
Advisory Agreement
In connection with Ms. Edelman's transition, the Company has entered into an
Advisory Agreement with Ms. Edelman (the "Advisory Agreement"), pursuant to
which Ms. Edelman will, among other items, continue to support the onboarding
of, and transition of duties to, Mr. Dahlinghaus from June 27, 2023 until
September 30, 2023, subject to extension by mutual agreement. Ms. Edelman will
continue to receive compensation commensurate with her current base salary;
vesting of her existing equity grants will continue through June 26, 2023.
The foregoing description of the Advisory Agreement is a summary only and is
qualified in its entirety by reference to the full text of the Advisory
Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On June 2, 2023, the Company issued a press release announcing Mr. Dahlinghaus'
appointment. A copy of the press release is attached hereto as Exhibit 99.1.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
10.1 Advisory Agreement, dated June 2, 2023, between Skillz Inc. and
Charlotte Edelman
99.1 Press Release dated June 2, 2023
104 Cover Page Interactive Data File (formatted as inline XBRL Document)
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