Falcon's Beyond Global, 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.


Executive Officers and Directors


Effective upon the Acquisition Merger Effective Time, and in accordance with the terms of the Business Combination, each of Scott Demerau, Jarrett T. Bostwick, Simon Philips, Sandy Beall, Doug Jacob, Cecil D. Magpuri and Ramin Arani are the directors of Pubco. The directors of Pubco are divided among the following classes:


- Scott Demerau, Jarrett T. Bostwick, and Simon Philips are Class I directors serving until the first annual meeting of Pubco's stockholders after the Closing; 


- Sandy Beall and Doug Jacob are Class II directors serving until the second annual meeting of Pubco's stockholders after the Closing; and 


- Cecil D. Magpuri and Ramin Arani are Class III directors serving until the third annual meeting of Pubco's stockholders after the Closing. 


Additionally, effective upon the Acquisition Merger Effective Time, the following Pubco executive officers were appointed: Scott Demerau was appointed Executive Chairman, Cecil D. Magpuri was appointed Chief Executive Officer, Simon Philips was appointed President, Joanne Merrill was appointed Chief Financial Officer, Yvette Whittaker was appointed Chief Corporate Officer, David Schaefer was appointed Chief Development Officer, and Bruce A. Brown was appointed Executive Vice President of Legal, General Counsel and Corporate Secretary.


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Reference is also made to the disclosure described in the Proxy Statement/Prospectus in the section titled "Management of Pubco Following the Business Combination" for biographical information about each of the directors and officers, other than as disclosed below, following the Transactions, which is incorporated herein by reference. Additionally, interlocks and insider participation information regarding Pubco's executive officers is described in the Proxy Statement/Prospectus in the section titled "Management of Pubco Following the Business Combination-Compensation Committee Interlocks and Insider Participation" and that information is incorporated herein by reference.


Ramin Arani has served on the Board as an independent director since the closing of the Business Combination. Mr. Arani has decades of experience in fund management and financial operations. Currently, Mr. Arani serves as a senior adviser at merchant bank LionTree. He has also acted as an Operating Partner at &Vest Capital since February of 2022. Previously, Mr. Arani served as the Chief Financial Officer of Vice Media from November 2019 to December 2021. Prior to that, from 1992 to 2018, Mr. Arani worked at Fidelity Management& Research Company, where he was a Portfolio Manager (from May 2000 to September 2018) and managed the Fidelity Trend Fund from 2000 to 2007 and the Fidelity Puritan Fund from 2008 to 2018, and an Analyst& Sector Fund Manager (from July 1992 to May 2000). His financial experience spans a variety of sectors, including consumer, technology, healthcare, financials, industrials, energy, and utilities. Mr. Arani currently serves on the board of directors of Brunello Cucinelli S.p.A. (OTC: BCUCY), LiveOne, Inc. (Nasdaq: LVO) and Courtside Group, Inc. (Nasdaq: PODC), and has previously served on the board of directors of several companies, including Legendary Pictures, Rent the Runway, Goop, Rumble Boxing and Sakara Life, Velocity Acquisition Corp., FAST Acquisition Corp and FAST Acquisition Corp. II. Mr. Arani holds a Bachelor of Arts from Tufts University.


Bruce A. Brown has served as our Executive Vice President of Legal, General Counsel & Corporate Secretary since October 2023. Mr. Brown has over 20 years of legal experience and, prior to joining the company, Mr. Brown served as Senior Vice President, Deputy General Counsel of Hilton Grand Vacations from April 2022 to May 2023. Prior to that, Mr. Brown severed as Vice President and General Counsel of Tupperware Brands from June 2020 to April 2022. From June 2008 to June 2020, Mr. Brown held various positions at Darden Restaurants, Inc., where he most recently served as Vice President, Associate General Counsel and Assistant Secretary. Prior to his time at Darden Restaurants, Mr. Brown held legal positions at Word Fuel Services, NICE Systems, Inc. and American Express Company. Mr. Brown has held additional roles with American Express Company, General Electric Company and Xerox Corporation. Mr. Brown currently serves on the Board of Directors of Community Legal Services located in Orlando, Florida, a not-for-profit organization that promotes equal access to justice. Mr. Brown holds a Bachelor's degree from Howard University and a J.D. from Howard University School of Law.


Pubco Incentive Plan


Effective as of October 6, 2023, Pubco adopted the 2023 Incentive Plan (the "2023 Incentive Plan") under which Pubco may grant equity and equity-based incentive awards to officers, employees, non-employee directors and consultants.


Certain employees, directors, officers, advisors or consultants of Pubco or its affiliates are eligible to participate in the 2023 Incentive Plan. The 2023 Incentive Plan is administered by the Compensation Committee, subject to the limitations imposed under the 2023 Incentive Plan and applicable laws. The Compensation Committee generally has the authority to designate participants, determine the type or types of awards to be granted to a participant, determine the terms and conditions of any agreements evidencing any awards granted under the 2023 Incentive Plan, accelerate the vesting or exercisability of, payment for or lapse of restrictions on, awards and to adopt, alter and repeal rules, guidelines and practices relating to the 2023 Incentive Plan. The Compensation Committee has full discretion to administer and interpret the 2023 Incentive Plan and to make any other determinations and/or take any other action that it deems necessary or desirable for the administration of the 2023 Incentive Plan, and any such determinations or actions taken by the Compensation Committee are final, conclusive and binding upon all persons and entities. The Compensation Committee may delegate to one or more officers of Pubco or any affiliate the authority to act on behalf of the Compensation Committee with respect to any matter, right, obligation or election that is the responsibility of or that is allocated to the Compensation Committee in the 2023 Incentive Plan and that may be so delegated as a matter of law, except for grants of awards to persons subject to Section 16 of the Exchange Act.


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Pubco has reserved a total of 7,294,756 shares of Pubco Class A Common Stock for issuance pursuant to the 2023 Incentive Plan and the maximum number of shares that may be issued pursuant to the exercise of incentive stock options granted under the 2023 Incentive Plan is 7,294,756, in each case, subject to certain adjustments set forth therein.


The information set forth in the section entitled "Executive and Director Compensation" of the Proxy Statement/Prospectus is incorporated herein by reference. The foregoing description of the 2023 Incentive Plan and the information incorporated by reference in the preceding sentence does not purport to be complete and is qualified in its entirety by the terms and conditions of the 2023 Incentive Plan and applicable form of restricted stock unit award agreement, which are incorporated by reference to this Current Report as Exhibit 10.12 and 10.13.