(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 31, 2014, the Board of Directors of Health Insurance Innovations, Inc.
(the "Company") appointed Dirk A. Montgomery as Executive Vice President and
Chief Financial Officer of the Company effective as of September 2, 2014. On
July 31, 2014, James Dietz resigned as the Company's Executive Vice President
and Chief Financial Officer, and Michael Hershberger, the Company's current
Senior Vice President of Finance and Business Development, was appointed to
serve as interim Chief Financial Officer until Mr. Montgomery begins on
September 2, 2014. Mr. Hershberger previously served as the Company's Chief
Financial Officer from February 2013 through November 2013.
Mr. Montgomery, age 51, has over 20 years' experience in consumer-based
businesses as a financial and operational executive, with multiple roles as a
public company CFO. Most recently, from January 2013 through July 2014, he was
the Chief Financial Officer and an Executive Vice President of Ascena Retail
Group, Inc. (NASDAQ: ASNA), a leading national specialty retailer of apparel for
women whose portfolio includes the Justice, Lane Bryant, Cacique, maurices,
dressbarn, and Catherines brands. Prior to his position at Ascena, from 2006
through January, 2013, Mr. Montgomery served as the Chief Financial Officer and
Chief Value Chain Officer of Bloomin' Brands, Inc. (NASDAQ:BLMN), one of the
world's largest casual dining companies whose restaurant concepts include
Outback Steakhouse. Mr. Montgomery holds an undergraduate degree in Accountancy
from Miami University of Ohio, a CPA from the State of Ohio, and an MBA from the
University of Chicago.
There was no arrangement or understanding pursuant to which Mr. Montgomery was
selected as an officer of the Company. There are no family relationships between
Mr. Montgomery and any director or executive officer of the Company, or any
person chosen by the Company to become a director or executive officer. There
are no related party transactions of the kind described in Item 404(a) of
Regulation S-K in which Mr. Montgomery was or is a participant.
The Company and Mr. Montgomery have not entered into an employment agreement
related to Mr. Montgomery's appointment as the Company's Executive Vice
President and Chief Financial Officer, although it is anticipated that they will
enter into an employment agreement prior to September 2, 2014. It is currently
anticipated that Mr. Montgomery will have an initial base salary of $425,000 per
year, and Mr. Montgomery will be entitled to participate in the Health Insurance
Innovations, Inc. Long-Term Incentive Plan.
Mr. Hershberger, age 51, has served as our Senior Vice President of Finance and
Business Development since November 2013, and he served as the Company's Chief
Financial Officer from 2011 through November 2013. Mr. Hershberger served as
senior manager at Baker Tilly, a full service accounting and advisory firm, from
2005 to 2011, where he was responsible for managing housing research from 2009
until joining us in 2011. Mr. Hershberger holds a bachelor of science degree in
accounting from Augustana College and earned his masters of science degree in
urban land economics/finance from the University of Wisconsin Graduate School of
Business. He is a Certified Public Accountant in the State of Illinois. No
changes have been made to Mr. Hershberger's current employment agreement with
the Company or his compensation by the Company as a result of his appointment as
interim Chief Financial Officer.
In connection with his departure from the Company, Mr. Dietz will be paid
severance compensation in the amount of six months of his base salary, or
$137,500, upon his delivery of a general release in favor of the Company.
Additionally, the Company has agreed to immediately vest the 35,000 stock
appreciation rights held by Mr. Dietz.
Item 7.01. Regulation FD Disclosure.
On August 5, 2014, the Company issued a press release announcing the appointment
of Dirk A. Montgomery as the Chief Financial Officer of the Company. A copy of
the press release is attached hereto as Exhibit 99.1 and incorporated herein by
The information in this item shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or
otherwise subject to the liabilities of Section 18, nor shall it be deemed
incorporated by reference in any of the Company's filings under the Securities
Act of 1933, as amended or the Exchange Act, except to the extent, if any,
expressly set forth by specific reference in such filing.
--------------------------------------------------------------------------------Item 9.01. Financial Statements and Exhibits.
Exhibit Number Description
99.1 Press release of Health Insurance Innovations, Inc. dated
August 5, 2014.