European Wax Center, Inc. appointed David Willis as new CEO

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

Departure of Principal Executive Officer 

On August 9, 2023, the Company announced that David Berg will depart from his position as Chief Executive Officer of the Company, effective September 30, 2023. As of such date, Mr. Berg will remain an employee of the Company and will assume the position of Executive Chair of the Company's Board of Directors (the "Board"). In connection with his appointment as Executive Chair, Mr. Berg's annual base salary will be reduced to $100,000 and he will remain eligible to participate in the Company's bonus program with a target bonus of 100% of base salary. 

Appointment of Principal Executive Officer 

In connection with Mr. Berg's departure as Chief Executive Officer, the Company announced on August 9, 2023 that David Willis, who has served the Company as President and Chief Operating Officer, will assume the role of Chief Executive Officer effective as of September 30, 2023. 

Mr. Willis, age 52, first joined the Company in 2016 and served as Chief Financial Officer until July 2020, and again from January 2022 to March 2023. Mr. Willis has served as Chief Operating Officer since September 2019, and in March 2023, he was elevated to President. Prior to joining the Company, Mr. Willis served as an Operating Partner for Riata Capital Group, LLC from October 2014 to July 2016, as Chief Financial Officer of Williams Industrial Services Group Inc. (f/k/a Global Power Equipment Group Inc.) from January 2008 to November 2013, and as a Senior Director at Alvarez & Marsal from September 2001 to January 2008. Mr. Willis received a B.B.A. in accounting from the University of Oklahoma and an M.B.A. from the University of Tulsa. 

In connection with the appointment of Mr. Willis as Chief Executive Officer, Mr. Willis' annual base salary will be $600,000 and he will be eligible to participate in the Company's bonus program with a target bonus of 100% of base salary. In addition, on August 9, 2023, the Board approved a grant of equity awards to Mr. Willis with an aggregate grant date fair value of $162,500 to be made to Mr. Willis on September 30, 2023 in connection with his appointment as Chief Executive Officer. An award having approximately fifty percent of the aggregate grant date fair value will be made in the form of restricted stock units ("RSUs") and the other fifty percent will be made in the form of stock options with an exercise price equal to 120% of the closing price of a share of the Company's Class A common stock on the date the stock option is granted. The RSUs will vest in equal installments on each of the first three anniversaries of the grant date, and the options will be exercisable in full on the third anniversary of the grant date, generally subject to continued employment through the applicable vesting date. 

Appointment of Directors 

On August 9, 2023, the Board appointed Mr. Willis as a member of the Board as a Class I director, effective September 30, 2023. 

Mr. Willis does not have any family relationships with any director, officer or person nominated or chosen by the Company to become a director or executive officer of the Company. There is no arrangement or understanding between Mr. Willis and any other person pursuant to which he was appointed Chief Executive Officer of the Company. There are no transactions involving Mr. Willis requiring disclosure under Item 404(a) of Regulation S-K. 

Mr. Willis will receive the compensation outlined in this Section 5.02 of this Current Report on Form 8-K for his service as the Company's Chief Executive Officer, but will receive no additional compensation for his service as a member of the Board.