LUXURBAN HOTELS 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. 


Appointment of Matthew Ulmann


On November 6, 2023, the Company and Matthew Ulman, age 39, entered into an employment agreement, pursuant to which he will serve as the General Counsel and Chief Compliance Officer of the Company (the "Ulmann Employment Agreement").


Effective December 22, 2023, the Board of Directors (the "Board") of the Company promoted Mr. Ulmann to the position of Corporate Secretary and a named executive officer. In connection with such promotion, Shanoop Kothari resigned from his position as Corporate Secretary of the Company, effective December 22, 2023. Mr. Kothari will retain his positions as President, Co-Chief Executive Officer and Chief Financial Officer of the Company.


Prior to joining the Company, from August 2022 until November 2023, Mr. Ulmann served as an associate at Schwartz Sladkus Reich Greenberg Atlas LLP. From March 2019 to August 2020, Mr. Ulmann served as an agency attorney for the New York City Department of Education, Special Education Unit. From August 2018 to March 2019, Mr. Ulmann served as an associate at LeClairRyan PLLC.


The Ulmann Employment Agreement provides for Mr. Ulmann to serve for an initial three-year term, provided that the Ulmann Employment Agreement automatically renews for additional one-year terms thereafter in the event neither party provides the other at least 90 days' prior notice of their intention not to renew the terms of the agreement. The Ulmann Employment Agreement provides for Mr. Ulmann to receive an annual base salary of $550,000 per year. Pursuant to the Ulmann Employment Agreement, Mr. Ulmann will also be eligible to receive a performance-based cash bonus pursuant to the Company's annual bonus plan as then in effect, with a target of 25% of Mr. Ulmann's base salary, with a maximum bonus of 50%, which for calendar year 2024 shall be measured against performance criteria set forth in the Ulmann Employment Agreement. The performance criteria will be updated on an annual basis by the Board of Directors or the Compensation Committee. Pursuant to the Ulmann Employment Agreement, Mr. Ulmann received a one-time "signing" bonus in the amount of $150,000. Pursuant to the Ulmann Employment Agreement, Mr. Ulmann will also be eligible to receive an annual equity award with a grant date fair value approximately equal to 75% of the his base salary, subject to the terms and conditions set forth in the applicable incentive plan, award agreement or stock option agreement. Mr. Ulmann will receive stock options in the amount of 200,000 for calendar year 2024 and is entitled to receive such stock options no later than January 2, 2024. In addition to the foregoing, Mr. Ulmann will be entitled to certain compensation and benefits upon termination of his employment under specified circumstances.


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There are no arrangements or understandings between Mr. Ulmann and any other person pursuant to which he was appointed as the Company's General Counsel, Chief Compliance Officer and Corporate Secretary or named executive officer. There are no family relationships between Mr. Ulmann and any director or executive officer of the Company, and the Company has not entered into any transactions with Mr. Ulmann that are reportable pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.


The foregoing descriptions of the Ulmann Employment Agreement is not complete and is qualified in its entirety by reference to the text of the Ulmann Employment Agreement filed as Exhibit 10.2 to this Current Report on Form 8-K.


Compensation of Brian Ferdinand and Shanoop Kothari


Pursuant to Mr. Kothari's employment agreement, on December 29, 2023, Mr. Kothari is eligible and recieved an annual equity award with a grant date fair value approximately equal to 300% of his base salary. Such annual equity award shares were issued to Mr. Kothari on December 29, 2023. Pursuant to Mr. Ferdinand's employment agreement, he is eligible to receive an annual equity award with a grant date fair value approximately equal to 450% of his base salary. Mr. Ferdinand decided to relinquish such annual equity award and Mr. Kothari received such annual equity award shares on December 29, 2023.