OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC (NYSE:OZM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC (NYSE:OZM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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Resignation and Appointment of Chief Financial Officer

On April 16, 2018, the Board of Directors (the "Board") of Och-Ziff Capital Management Group LLC (the "Company" or "Oz") appointed Thomas M. Sipp, CFA, to serve as the Company's Chief Financial Officer (the "CFO") and an executive managing director, effective no later than June 1, 2018 (such effective date, the "Effective Date") to succeed Alesia J. Haas, who submitted her resignation as the CFO on April 12, 2018. Ms. Haas will remain with the Company through June 1, 2018 to effect an orderly transition.

Mr. Sipp, 47, joins Oz from Magis Partners, where he served as Managing Partner for the venture firm focused on wealth management products. During the prior eight years, Mr. Sipp held several senior executive positions at Credit Suisse, including Chief Financial Officer and Chief Operating Officer for Credit Suisse's Asset Management division and Global Chief Operating Officer for Credit Suisse's $1 trillion Wealth & Asset Management division.

New CFO Partner Agreement

In connection with Mr. Sipp's appointment as CFO, he has entered into a term sheet (the "Term Sheet") with the Company providing that he will be admitted as a limited partner of each of OZ Management LP, OZ Advisors LP and OZ Advisors II LP, each a subsidiary of the Company (the "Och-Ziff Operating Group entities") as of the Effective Date. The initial term of Mr. Sipp's service arrangement with the Company will end on the third anniversary of the Effective Date (the "Term"). The Term Sheet provides that Mr. Sipp will receive annual base compensation of $500,000, payable in equal quarterly installments, and will be eligible to receive an annual discretionary incentive bonus (the "Annual Bonus") payable in respect of each year that will be based on performance relative to performance criteria established by the Compensation Committee of the Board (the "Compensation Committee") and the Company's Chief Executive Officer, subject to a minimum total annual compensation amount of $2 million inclusive of his annual base compensation and the Annual Bonus for such year. The amount of the Annual Bonus paid for each year of the Term shall be determined in the discretion of the Compensation Committee and the Company's Chief Executive Officer. Annual Bonuses may be paid in cash, deferred cash, equity or a combination thereof consistent with the treatment of other executive managing directors. Upon his start date, Mr. Sipp will be granted one Class D Common Unit in each Och-Ziff Operating Group entity, which are non-equity profits interests in the Och-Ziff Operating Group entities.

The Term Sheet also provides that Mr. Sipp will receive a one-time sign-on grant of 3 million Class A restricted share units ("RSUs") under the Company's 2013 Incentive Plan as soon as practicable following his start date. These RSUs will vest in three equal installments on each of the first three anniversaries of the grant date, subject to Mr. Sipp's continuous service with the Company through each vesting date. If Mr. Sipp's service is terminated by Oz without cause, he will be entitled to 50% of the remaining minimum annual compensation and unvested RSUs.

The Term Sheet provides that Mr. Sipp will be subject to the standard non-competition, non-solicitation and confidentiality restrictions that are generally consistent with those applicable to our other executive managing directors.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Och-Ziff Capital Management Group LLC Exhibit
EX-99.1 2 exhibit991.htm EXHIBIT 99.1 Exhibit Exhibit 99.1OZ MANAGEMENT APOINTS THOMAS M. SIPP CHIEF FINANCIAL OFFICERNEW YORK,…
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About OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC (NYSE:OZM)

Och-Ziff Capital Management Group LLC (Och-Ziff) is an institutional alternative asset manager. The Company provides asset management services through its funds, which pursue a range of global investment opportunities. The Company operates through two segments: the Och-Ziff Funds and Other Operations. The Och-Ziff Funds segment provides asset management services to its multi-strategy funds, credit funds and other alternative investment vehicles. Its Other Operations segment includes real estate business, which provides asset management services to its real estate funds. It offers customized solutions within and across its product platforms to help its fund investors meet their investment objectives. Its global multi-strategy fund, The OZ Master Fund, allocates capital between its investment strategies in North America, Europe and Asia based on market conditions. It manages assets under management in its Institutional Credit Strategies products, real estate and other funds.

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