Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
On January 11, 2023, Sharda Cherwoo, a Class III director of Doma Holdings, Inc.
(the "Company"), notified the Company that she will resign from the Company's
Board of Directors (the "Board") effective immediately. Ms. Cherwoo's decision
to resign from the Board is solely for personal reasons and is not the result of
any disagreement with the Company's operations, policies or procedures, or any
disagreements in respect of accounting principles, financial statement
disclosure, or any issue impacting on the Audit & Risk Committee of the Board
(the committee on which she served) (the "Cherwoo Resignation").
On January 11, 2023, Karen Richardson, a Class II director of the Company,
notified the Company that she will resign from the Board effective immediately.
Ms. Richardson's decision to resign from the Board is solely for personal
reasons and is not the result of any disagreement with the Company's operations,
policies or procedures, or any disagreements in respect of accounting
principles, financial statement disclosure, or any issue impacting on either the
Audit & Risk Committee of the Board or the Nominating and Corporate Governance
Committee of the Board (the committees on which she served) (the "Richardson
Resignation").
On January 11, 2023, Mark D. Ein, a Class III director of the Company, notified
the Company that he will resign from the Board effective immediately. Mr. Ein's
decision to resign from the Board is solely for personal reasons and time
considerations (the "Ein Resignation"). Mr. Ein will become a Board observer.
In connection with the resignations, the Board, effective January13, 2023,
adopted a resolution approving the following: (i) in light of the Richardson
Resignation, the number of Class II directors of the Company decreased from
three directors to two directors; (ii)(a) in light of the Cherwoo Resignation,
the number of Class III directors of the Company decreased from four directors
to three directors and (b) in light of the Ein Resignation, the number of Class
III directors of the Company further decreased from three directors to two
directors; (iii) in light of the Cherwoo, Ein and Richardson Resignations, the
size of the Board decreased from ten directors to seven directors; (iv) in light
of the Cherwoo and Richardson Resignations, Matthew E. Zames, the Company's
current independent Board Chairman, was appointed as a member of the Company's
Audit & Risk Committee in replacement of Ms. Cherwoo and Maxine Williams, a
current independent director, was appointed as a member of the Company's Audit &
Risk Committee in replacement of Ms. Richardson; and (v) in light of the
Richardson Resignation, the Board amended and restated the Charter of the
Board's Nominating and Corporate Governance Committee setting the minimum number
of independent directors comprising such committee at two directors, with such
committee continuing to be comprised of current members, and independent
directors, Matthew E. Zames and Lawrence Summers, Ph.D.
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