GRIID Infrastructure Inc. appointed new CEO

Item 5.02 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Departure and Election of Board of Directors 

Upon the consummation of the Merger, Eric L. Munson, Jacob Cohen and Sheldon Levy resigned from the Board. In addition, the size of the Board was increased from five to seven directors, and five new individuals were elected to the Board. The Board was divided into three staggered classes of directors and each director was assigned to one of the three classes. At each annual meeting of the stockholders of GRIID, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The Board consists of the following directors:


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Two Class I directors: David L. Shrier and Christina Dolan and their terms will expire at the first annual meeting of stockholders to be held after the Closing Date.


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Two Class II directors: Sharmila Kassam and Neal Simmons and their terms will expire at the second annual meeting of stockholders to be held after the Closing Date.


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Three Class III directors: Sundar Subramaniam, Tom Zaccagnino and James D. Kelly III and their terms will expire at the third annual meeting of stockholders to be held after the Closing Date.


James D. Kelly III serves as chair of the Board. The primary responsibilities of the Board are to provide oversight, strategic guidance, counseling and direction to GRIID's management. The Board meets on a regular basis and additionally as required.

Furthermore, effective as of the Effective Time, the Board established three standing committees: an audit committee, a nominating and corporate governance committee, and a compensation committee. The members of the audit committee are Sharmila Kassam, Cristina Dolan and Tom Zaccagnino, and Ms. Kassam chairs the audit committee. The members of the compensation committee are Tom Zaccagnino, Sharmila Kassam and Sundar Subramaniam, and Mr. Zaccagnino chairs the compensation committee. The members of the nominating and corporate governance committee are Sundar Subramaniam, Tom Zaccagnino, and Cristina Dolan, and Mr. Subramaniam chairs the nominating and corporate governance committee.

Reference is made to the description of the compensation of the directors of Legacy GRIID and of ADEX before the consummation of the Merger described in the Proxy Statement/Prospectus in the section entitled "Executive Compensation-Director Compensation" beginning on page 272 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

GRIID's non-employee director compensation program is designed to align compensation with business objectives and the creation of stockholder value, while enabling GRIID to attract, retain, incentivize and reward individuals who contribute to its long-term success.


Independence of Directors 

GRIID adheres to the rules of the NYSE American in determining whether a director is independent. The NYSE American's listing standards generally define an "independent director" as a person other than an executive officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company's board of directors, would interfere with the director's exercise of independent judgment in carrying out the responsibilities of a director. The Board has determined that each of the directors, other than James D. Kelly III, David L. Shrier and Neal Simmons, qualify as independent directors, as defined under the rules of the NYSE American and Cboe Canada, and the Board will consist of a majority of "independent directors," as defined under the rules of the SEC, the NYSE American and Cboe Canada.

Departure and Election of Executive Officers 

Upon consummation of the Merger, the following individuals were appointed to serve as executive officers of GRIID.


Name 
Age
 Position(s) 

 James D. Kelly III 35 Chief Executive Officer and Director 

 Dwaine Alleyne 41 Chief Technology Officer 

 Michael W. Hamilton 41 Chief Research Officer 

 Gerard F. King II 66 Chief Operating Officer 

 Allan J. Wallander 62 Chief Financial Officer and Treasurer 

 Harry Sudock 30 Chief Strategy Officer 

 Alexander G. Fraser 63 General Counsel and Secretary 


In addition, effective as of the Effective Time, David L. Shrier resigned from his position as President and Chief Executive Officer of GRIID, John J. D'Agostino resigned from his position as Chief Financial Officer and Treasurer of GRIID and Elizabeth B. Porter resigned from her position as Chief Technology Officer and Secretary of GRIID.

Reference is made to the section of the Proxy Statement/Prospectus entitled "Management After the Merger," beginning on page 263 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

GRIID Infrastructure Inc. 2023 Omnibus Incentive Plan 

Upon the Closing, GRIID adopted the 2023 Plan. The 2023 Plan is described in greater detail in the section of the Proxy Statement/Prospectus entitled "Proposal No. 5-The Incentive Plan Proposal," beginning on page 174 of the Proxy Statement/Prospectus. That summary and the foregoing description of the 2023 Plan do not purport to be complete and each is qualified in its entirety by reference to the text of the 2023 Plan, which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.

Employment Agreements with Named Executive Officers 

Reference is made to the disclosure regarding Legacy GRIID's employment arrangements with its named executive officers (the "named executive officers") in the section of the Proxy Statement/Prospectus entitled "Executive Compensation-GRIID," beginning on page 274 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Potential Payments Upon Termination or Change of Control 

GRIID expects to grant to the named executive officers stock options subject to the general terms of the 2023 Plan. A description of the termination and change in control provisions in the 2023 Plan that are applicable to the stock options granted to the named executive officers under the 2023 Plan is included in the section of the Proxy Statement/Prospectus entitled "Proposal No.5-Incentive Plan Proposal" beginning on pages 174 of the Proxy Statement/Prospectus.


This summary does not purport to be complete and is qualified in its entirety by reference to the text of the 2023 Plan, which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.

Indemnification Agreements 

At the Effective Time, GRIID entered into indemnification agreements with each of its directors and executive officers. These indemnification agreements provide the directors and executive officers with contractual rights to indemnification and advancement of certain expenses incurred by such director or executive officer in any action or proceeding arising out of his or her services as one of GRIID's directors or executive officers.

The foregoing description of the indemnification agreements does not purport to be complete and is qualified in its entirety by the full text of the form of indemnification agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Certain Relationships and Related Person Transactions 

Reference is made to the sections of the Proxy Statement/Prospectus entitled "Certain ADEX Relationships and Related Party Transactions" and "Certain GRIID Relationships and Related Party Transactions," beginning on pages 282 and 285, respectively of the Proxy Statement/Prospectus, which are incorporated herein by reference.