Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers Compensatory Arrangements of Certain Officers.
On June 21, 2021, the Board of Directors ("Board") of Vector Group Ltd.
("Vector"), upon recommendation of the Corporate Governance and Nominating
Committee, increased the size of the Board from nine directors to ten directors
and appointed Wilson L. White as a director to fill the vacant position,
effective immediately.
Wilson L. White, age 40, is currently Senior Director of Government Affairs &
Public Policy at Google, a subsidiary of Alphabet Inc. (NASDAQ: GOOG, GOOGL),
where he is the global policy lead for Google's Android, Hardware and Ads
businesses. In addition to his employment at Google, Mr. White is engaged in
numerous philanthropic and community activities. He serves as Board Chair of the
Black Bank Fund, which aims to raise and invest $250 million into Black banks
throughout the United States by 2025. Mr. White also serves on the Boards of the
University of North Carolina School of Law Foundation and the South Carolina
Governor's School for Science & Mathematics Foundation. Mr. White earned a
Bachelor of Science in Computer Engineering from North Carolina State
University, where he was a Park Scholar, and received his Juris Doctor, with
honors, from the University of North Carolina at Chapel Hill. Prior to being
named to his current position in 2013, he served as Patent Litigation Counsel at
Google from 2011 to 2013 and was a Senior Associate at Kilpatrick Townsend &
Stockton LLP from 2007 to 2011. He also served as a judicial law clerk to the
Honorable Alexander Williams, Jr. of the U.S. District Court of Maryland from
2006 to 2007.
The Board has determined that Mr. White is an independent director within the
meaning of the rules and regulations of the New York Stock Exchange. For serving
as a director, Mr. White will receive a cash retainer in the amount of $2,000,
which is prorated for his service from June 21, 2021 to June 30, 2021, and,
thereafter, a cash retainer in accordance with the current cash compensation
schedule for Vector's non-employee directors. In addition, Mr. White was awarded
3,500 restricted shares of the Company's common stock, which will vest on June
21, 2022.
There are no arrangements or understandings between Mr. White and any other
person pursuant to which he was appointed to serve as a director. Mr. White is
financially literate under standards of the New York Stock Exchange and was
appointed to serve on the Audit Committee of the Board. Vector is not aware of
any transaction involving Mr. White requiring disclosure under Item 404(a) of
Regulation S-K.
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