Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of New Directors. Effective February 17, 2022, the Board of
Directors (the "Board") of STORE Capital Corporation (the "Company"), acting
upon the recommendation of the Nominating and Corporate Governance Committee of
the Board, appointed the following two new directors to fill existing vacancies
on the Board, each for a term expiring at the 2022 annual meeting of
stockholders, or until their respective successors are elected or qualified or
until their earlier resignation or removal:
(i) David M. Edwards has served as a Managing Partner of Edwards Williams
Consulting, LLC, a consulting firm that advises enterprise clients in banking,
insurance, telecom and payments how to navigate the increasingly complex
universe of data, analytics and marketing technology, since 2016. Prior to
founding Edwards Williams Consulting, LLC, Mr. Edwards served as Senior Vice
President and Chief Customer Officer at TIAA-CREF, the leading provider of
financial services in the academic, research, medical, cultural and governmental
fields, where he led teams responsible for marketing capabilities, customer
insights and loyalty. He also spent 15 years at American Express Company, a
globally integrated payments company, in various positions, including Senior
Vice President and Head of Customer Acquisition and Loyalty for its
international business. Mr. Edwards earned B.S. and M.S. degrees in Agricultural
Economics from the University of Georgia and a Ph.D. in Economics from Texas A&M
University. The Company expects that Mr. Edwards will be named to the Nominating
and Corporate Governance Committee and the Investment Committee of the Board.
(ii) Jawad Ahsan has served as the Chief Financial Officer of Axon Enterprise,
Inc. ("Axon"), the global leader in connected public safety technologies, since
2017. In that capacity, Mr. Ahsan is responsible for leading Axon's global
finance, corporate strategy, legal and IT organizations. He also serves as the
executive sponsor and owner of Axon's consumer-facing business and its
diversity, equity and inclusion initiatives. Prior to Axon, he served as Chief
Financial Officer of a market intelligence technology company that is now part
of Kantar Group Limited. He also spent 13 years in various roles at General
Electric Company ("GE"), most notably serving as Chief Financial Officer for
GE's electronic health record software business, Centricity. Mr. Ahsan earned a
B.A. degree in Economics from the College of the Holy Cross and an M.B.A. degree
from the Sloan School of Management at the Massachusetts Institute of
Technology. The Company expects that Mr. Ahsan will be named to the Audit
Committee and the Compensation Committee of the Board.
In making the appointments, the Board determined that each of Messrs. Ahsan and
Edwards is "independent" pursuant to the standards of the New York Stock
Exchange, the applicable rules of the Securities and Exchange Commission, and
the Company's Corporate Governance Guidelines.
Messrs. Ahsan and Edwards will be compensated for their board service consistent
with the compensation arrangements provided to the Board's other independent,
non-management directors, which include (i) a cash component in the form of an
annual cash fee for service on our Board and an additional cash fee for service
as a committee chairperson (both paid on a calendar year basis), and (ii) an
equity component in the form of an annual award of restricted stock of the
Company granted on the date of our annual meeting of stockholders. Because
Messrs. Ahsan and Edwards are being appointed after the beginning of calendar
2022 and before the date of the Company's annual meeting of stockholders for
2022, each will receive a pro-rated amount of the $85,000 annual cash fee for
non-management directors for calendar 2022 and a pro-rated amount of the
$130,000 restricted stock award granted to the Company's non-management
directors on the date of the 2021 annual meeting of stockholders. Each of
Messrs. Ahsan and Edwards will also enter into the Company's standard form of
indemnification agreement for directors, a form of which is filed as Exhibit
10.10 to the Company's Current Report on Form 8-K, filed November 26, 2014.
There were no arrangements or understandings between Mr. Ahsan, Mr. Edwards or
any other persons regarding their appointment to the Board, nor is either
Mr. Ahsan or Mr. Edwards party to any related party transactions required to be
reported pursuant to Item 404(a) of Regulation S-K.
Resignation of Director. Effective February 17, 2022, Einar A. Seadler resigned
from his position as a member of the Board of the Company, including as a member
of the Nominating and Corporate Governance Committee and as a member of the
Compensation Committee.
Item 7.01 Regulation FD Disclosure.
A copy of the press release regarding the appointments of Messrs. Ahsan and
Edwards to the Board is attached hereto as Exhibit 99.1 and incorporated herein
by reference.
The information set forth in this Item 7.01 and in the attached Exhibit 99.1 is
deemed to be "furnished" and shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, and is not
incorporated by reference into any filing of the Company, whether made before or
after the date hereof, regardless of any general incorporation language in such
filing
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
99.1 Press Release dated February 22, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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