Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Appointment of Andrew Pancer to the Board
On February 13, 2023, the Board of Directors (the “Board”) of Nogin, Inc. (the “Company”), upon the recommendation of the Nominating
and Corporate Governance Committee (the “Nominating Committee”), appointed Andrew Pancer to fill the vacancy on the Board created by the resignation of Jan-Christopher Nugent. Mr. Pancer will
serve as a Class I director of the Board for a term ending at the 2023 annual meeting of stockholders of the Company, with such appointment effective as of February 13, 2023 (the “Effective Date”). In approving the appointment,
the Board concluded that Mr. Pancer satisfies the independence requirements of the Nasdaq Stock Market and the Company’s Corporate Governance Guidelines and the Securities and Exchange Commission rules regarding audit committee membership.
Mr. Pancer was appointed to serve as a member of the Nominating Committee and as a member of the Audit Committee of the Board.
Andrew Pancer, 52, is
a Founding Partner at Big Red House Services Limited, a consulting company providing services to eCommerce and advertising technology companies. In addition, Mr. Pancer is a Founding Partner at Tyburnia Partners Limited, an eCommerce company
focused on the manufacturing and sale of wine accessories. He is also actively engaged as a partner or consultant for a number of eCommerce, marketing technology and advertising agency companies, including Duration Media LLC, Spectrum Media Services
LLC, Cap Hill Brands, Ramp97, Fresh Media LLC and Lomogo LLC. From 2017 to 2021, Mr. Pancer owned and operated Desserts by ME LLC, an eCommerce company that was acquired by Thrasio in 2021. Mr. Pancer received his Bachelor of Science in
Business Administration from Washington University in St. Louis and his Master of Business Administration from New York University’s Stern School of Business. Mr. Pancer brings significant eCommerce and marketing experience to the Board
and his extensive knowledge on the industry is expected to be beneficial to the Company.
In connection with Mr. Pancer’s appointment to the
Board and in recognition of the services he will provide to the Company as a director, Mr. Pancer is expected to receive $100,000 per year as well as additional fees of $10,000 for each committee of which he is a member and $20,000 for each
chairmanship of a committee. All fees are expected to be paid 50% in cash and 50% in awards of restricted stock units. Mr. Pancer entered into the Company’s standard form of indemnification agreement with the Company.
There are no arrangements or understandings between Mr. Pancer and any other person pursuant to which he was selected as a director. There are no family
relationships between Mr. Pancer and any director or executive officer of the Company, and he does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Effective on the Effective Date, in light of Mr. Pancer’s appointment as a Class I
director, the Board reassigned Hussain Baig from Class I to Class III in order to maintain the three classes of the Board as nearly equal in number as possible as prescribed by the Company’s Second Amended and Restated Certificate of
Incorporation (the “Charter”). Mr. Baig resigned from his position as a Class I director but solely for the purpose of his simultaneous reassignment as a Class III director. Mr. Baig will serve as a Class III
director for a term ending at the 2025 annual meeting of stockholders of the Company.
Resignation of Deborah Weinswig from the Board
On February 13, 2023, Deborah Weinswig, a Class I director of the Board and chair of the Nominating Committee, resigned from the Board, effective as
of February 13, 2023. Ms. Weinswig’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Effective upon and in light of Ms. Weinswig’s resignation, the Board reassigned Geoffrey Van Haeren from Class II to Class I in order to
maintain the three classes of the Board as nearly equal in number as possible as prescribed by the Company’s Charter. Mr. Van Haeren resigned from his position as a Class II director but solely for the purpose of his simultaneous
reassignment as a Class I director. Mr. Van Haeren will serve as a Class I director for a term ending at the 2023 annual meeting of stockholders of the Company.
Following the resignation of Ms. Weinswig, the size of the Board is now six directors.
