ENVESTNET, INC. appointed James Fox as new CEO

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


Resignation of William Crager


On January 7, 2024, Envestnet and Envestnet Financial Technologies, Inc. ("EFT") entered into a separation and release agreement (the "Agreement") with William Crager, Envestnet's chief executive officer. Each of Envestnet and EFT shall be referred to herein as a "Company" and collectively as the "Companies." Pursuant to the terms of the Agreement, Mr. Crager will step down as chief executive officer of Envestnet and each of its subsidiaries on March 31, 2024. In addition, promptly following Envestnet's 2024 Annual Meeting, Mr. Crager will step down as a member of Envestnet's Board. Mr. Crager's decision to step down as a member of Envestnet's Board is not related to any disagreement with Envestnet or with Envestnet's operations, policies, or practices.


EFT also agreed to pay or provide to Mr. Crager the following "Accrued Obligations" under the terms of the Agreement: (i) any Base Salary (as defined in Mr. Crager's employment agreement) earned through March 31, 2024; (ii) unpaid expense reimbursements; and (iii) any previously granted restricted or performance stock units, which shall continue to vest through March 31, 2025 and be paid and/or provided in accordance with the terms of such employee benefit plans.


Mr. Crager and the Companies also agreed that beginning April 2024, Mr. Crager will continue with Envestnet as a Senior Advisor, focusing on client and partner relationships. The financial terms of Mr. Crager's continuing arrangement have not yet been finalized.


The foregoing description of the Agreement is a summary only and is qualified in its entirety by the full text of the Agreement filed as an exhibit hereto and incorporated herein by reference.


Appointment of James Fox as Interim CEO


On January 7, 2024, the Companies entered into an Interim Executive Agreement (the "Executive Agreement") with James Fox, who currently serves as chairman of the board of directors of Envestnet. Pursuant to the terms of the Executive Agreement, Mr. Fox and the Companies agreed that Mr. Fox will serve as Interim CEO commencing on April 1, 2024. The term of the Executive Agreement is for an initial six-month term, which may be extended for additional one-month periods at Envestnet's discretion. Mr. Fox will receive a salary of $350,000 per month, of which 25% will be paid in cash and the remainder in shares of Envestnet common stock, subject to an 18-month vesting period. Mr. Fox will also receive a stock grant valued at $250,000 upon commencement of employment.


In connection with his appointment as interim CEO, Mr. Fox has resigned as Chair and a member of the Compensation Committee of Envestnet's Board as well as a member of the Audit and Nominating and Governance Committees of Envestnet's Board. Mr. Fox will remain as Chair of Envestnet's Board and a member of the Strategy Committee of Envestnet's Board.


The foregoing description of the Executive Agreement is a summary only and is qualified in its entirety by the full text of the Executive Agreement filed as an exhibit hereto and incorporated herein by reference.


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Board Committee Changes


Gayle Crowell has been appointed as Chair of the Compensation Committee of Envestnet's Board and Barbara Turner has been appointed as a member of the Compensation Committee.