Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 24, 2022, the Board of Directors (the "Board") of Generation Income
Properties, Inc. (the "Company") appointed Allison Davies as the Chief Financial
Officer and Treasurer of the Company effective as of February 28, 2022 (the
"Effective Date"). In this capacity, Ms. Davies will serve as the Company's
Principal Financial and Accounting Officer. Ms. Davies will also serve as the
Chief Financial Officer and Treasurer for the Company's operating partnership,
Generation Income Properties, L.P., and the Company's other subsidiaries
(together with the Company, the "Company Group"). As Ms. Davies will assume the
responsibilities previously undertaken by Richard Russell in his current role as
the Company's Chief Financial Officer, Mr. Russell's service as the Company's
Chief Financial Officer will cease as of the Effective Date.
Davies Employment Agreement
Ms. Davies, age 41, served as Director of Real Estate Accounting of Regency
Centers Corporation ("Regency") from September 2013 until joining the
Company. Regency (NASDAQ: REG) is a real estate investment trust ("REIT") that
acquires, develops, owns, manages, and leases shopping centers. From June 2010
to August 2013, Ms. Davies served as Senior Manager of Regency. From June 2007
to May 2010, Ms. Davies served as a Manager of Regency. During her time at
Regency as Director of Real Estate Accounting, Ms. Davies led a team of
approximately 65 employees and worked closely with the capital markets,
underwriting, and acquisitions/dispositions teams. Prior to Regency, Ms. Davies
was with KPMG in their audit group. Ms. Davies is a graduate of the University
of Tennessee with Bachelor's degree Business Administration and a Masters in
Accountancy.
There are no family relationships between Ms. Davies and any director or
executive officer of the Company, or any person chosen by the Company to become
a director or executive officer. There is no arrangement or understanding
between Ms. Davies and any other person pursuant to which Ms. Davies was
selected as an officer of the Company. There are no related party transactions
of the kind described in Item 404(a) of Regulation S-K in which Ms. Davies was
or is a participant.
In connection with Ms. Davies' appointment, on January 24, 2022, the Company and
Ms. Davies entered into an Employment Agreement (the "Davies Employment
Agreement"), pursuant to which Ms. Davies' employment with the Company (and her
term as Chief Financial Officer and Treasurer of the Company) will begin on the
Effective Date. The Davies Employment Agreement provides for at-will employment
and is terminable at any time by either party with or without cause, and her
employment will be for a term beginning on the Effective Date until terminated
by either party. Pursuant to the Davies Employment Agreement, Ms. Davies will be
entitled to an initial annual salary of $220,000. Ms. Davies will also be
eligible for a performance bonus as adopted by the Board from time to time with
a target bonus equal to 30% of her salary, and she is also eligible to receive
such medical, health, vacation, and other benefits as are provided by the
Company Group, in its discretion, from time to time to its employees generally,
provided that the Company Group will pay 100% of the premium cost of such
benefits. Ms. Davies will also be eligible to participate in any 401(k) plan
that the Company Group may adopt in the future with a matching contribution of
up to 3%.
Pursuant to the Davies Employment Agreement, beginning on the first anniversary
of her employment, Ms. Davies will be eligible for a grant of shares of
restricted stock of the Company with a grant date value of between 25% and 50%
(as will be determined by the Company) of her salary then in effect, Such
restricted shares shall vest in one-third increments on each of the first three
anniversaries of the grant date of the restricted shares, subject to
acceleration upon a change of control, and otherwise be granted upon the
standard terms and conditions, including vesting terms, as employee restricted
share awards generally.
Under the Davies Employment Agreement, Ms. Davies is subject to non-competition
and non-solicitation covenants that expire six months and one year,
respectively, following termination of employment and to customary
confidentiality obligations. In the event that the Company terminates Ms.
Davies' employment without cause or Ms. Davies resigns for "good reason"
(generally defined as a material diminution of her job duties), Ms. Davies will
be entitled to receive severance compensation of twelve months' base salary and
payment of COBRA premiums, as well
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as certain accrued bonus payments, provided that Ms. Davies executes a general
release of claims in favor of the Company.
The foregoing does not purport to be a complete description of the Davies
Employment Agreement and is qualified in its entirety by reference to the full
text of such agreement, which is attached as Exhibit 10.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on January 25, 2022 announcing that Ms.
Davies will join the Company. A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01 and the related information in Exhibit 99.1
attached hereto shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise
subject to the liabilities of that section and shall not be deemed incorporated
by reference in any filing made by the Company under the Securities Act or
the Exchange Act except as set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Employment Agreement, dated January 24, 2022 (with term effective as
of February 28, 2022), between Generation Income Properties, Inc. and
Allison Davies.
99.1 Press Release, dated January 25, 2022.
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