Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 27, 2021, the board of directors (the "Board") of Senior Connect
Acquisition Corp. I (the "Company") appointed Isaac Applbaum and Natasha
Deckmann to the Board. Mr. Applbaum, who previously resigned from the Board to
fulfill The Nasdaq Stock Market LLC's board independency requirements, was
re-appointed to serve as a Class I director with a term expiring at the
Company's first annual meeting of stockholders. Dr. Deckmann was also appointed
to serve as a Class I director with a term expiring at the Company's first
annual meeting of stockholders. The Board determined Dr. Deckmann to be an
"independent director" as defined in the applicable rules of The Nasdaq Stock
Market LLC. Neither Mr. Applbaum nor Dr. Deckmann were appointed to any
committees.
Isaac "Yitz" Applbaum, 61, President, is a Co-founder and Partner of MizMaa, a
fund which invests in Israeli startup companies in the mobility, cloud and
digital healthcare space. Mr. Applbaum has also been the Chief Financial Officer
and a director of Logistics Innovation Technologies Corp. (Nasdaq: LITT) since
March 2021. Mr. Applbaum is also currently a Special Advisor to EIGHT, a venture
fund which invests in enterprise software and healthcare technologies, and
7Wire, a digital healthcare venture group that was one of the early investors in
Livongo. In addition, Mr. Applbaum is a co-founder of Secure, where he has been
a director since January 2019. Mr. Applbaum also helped found and build
SecureKey, a blockchain technologies company, where he currently serves as a
board observer, a position he has held since 2012. Mr. Applbaum also served as
an early investor and director of mobile payments company Kili from 2013 to 2017
before it was acquired by Square, Inc. From 1997 to 2000, Mr. Applbaum was a
board member of 7/24. Mr. Applbaum was a partner at Lightspeed Venture Partners,
a global venture fund, from 2001 to 2006. Mr. Applbaum was also a founder and
the Chief Executive Officer at Concorde from 1994 to 1999, when it was sold to
Bank of America. Mr. Applbaum holds a BA from Yeshiva University. We believe Mr.
Applbaum is well qualified to serve on our board of directors due to his broad
experience in the healthcare industry, along with his significant leadership,
finance and operational experience.
Natasha Deckmann, MD, 45 serves as the Chief Operating Officer and Chief
Clinical Officer for SecureSeniorConnectionsTM (SSC), a digital platform focused
on preventing and reducing loneliness and social isolation in seniors, where she
has been since September 2020. Dr. Deckmann is a passionate advocate for
transforming healthcare and finding ways to improve the consumer experience and
reduce total cost of care. She has extensive clinical and population health
management leadership skills and private equity advisory and operating
experience. From May 2018 to January 2020 Dr. Deckmann was the CEO of CarePoint
Health System, a three hospital and medical group system in New Jersey. Prior to
joining CarePoint Dr. Deckmann held several leadership positions at Optum from
2013 to January 2018. Her tenure included serving as head of Population Health
Solutions at Optum Health, a comprehensive population health management
business. She also served as Chief Operating Officer of Consumer Solutions Group
at Optum. Prior to Optum, she held a number of senior leadership roles at Marsh
Inc., including Chief Operating Officer of the International Division. Dr.
Deckmann joined Marsh from Oliver Wyman, having led strategic consulting
engagements for clients across the health care industry, including the US
government. Since November 2021 Dr. Deckmann has served on the board of Two
Chairs, a venture backed mental health company, and she served as an independent
board director for Women's Health USA from May 2018 to August 2021. She is a
member of the Executive Partner Program with Health Enterprise Partners. Dr.
Deckmann earned a Bachelor of Science in Economics from the University of
Michigan, an MBA from the Kellogg School of Management at Northwestern
University and a Doctorate of Medicine from the Feinberg School of Medicine at
Northwestern University.
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On December 27, 2021, the Company entered into an indemnity agreement (the
"Indemnity Agreement") with Dr. Deckmann, pursuant to which the Company has
agreed to provide contractual indemnification, in addition to the
indemnification provided in the Company's Amended and Restated Certificate of
Incorporation, against liabilities that may arise by reason of her respective
service on the Board, and to advance expenses incurred as a result of any
proceeding against her as to which she could be indemnified, in the form
previously filed as Exhibit 10.5 to the Company's Registration Statement on Form
S-1 (File No. 333-250932) for its initial public offering, initially filed with
the U.S. Securities and Exchange Commission on November 24, 2020 (the
"Registration Statement").
On December 27, 2021, the Company entered into a joinder agreement with Dr.
Deckmann (the "Joinder Agreement"), pursuant to which Dr. Deckmann agreed to
certain covenants contained in the form of letter agreement previously entered
into by and between the Company and each of its other officers and directors in
connection with the Company's initial public offering (the "Letter Agreement").
Mr. Applbaum, who is also the President of the Company, had previously entered
into the Indemnity Agreement and the Letter Agreement on December 10, 2020.
The foregoing descriptions of the Letter Agreement, Indemnity Agreement and the
Joinder Agreement do not purport to be complete and are qualified in their
entireties by reference to the form of letter agreement, form of indemnity
agreement and the Joinder Agreement, copies of which are attached as Exhibit
10.1 to the Registration Statement, Exhibit 10.5 to the Registration Statement
and Exhibit 10.1 hereto, respectively, and are incorporated herein by reference.
Other than the foregoing, Mr. Applbaum and Dr. Deckmann are not party to any
arrangement or understanding with any person pursuant to which they were
appointed as directors, nor are they party to any transactions required to be
disclosed under Item 404(a) of Regulation S-K involving the Company.
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