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.
Company or Och-Ziff) announced several changes to its executive
leadership, including those described below. A copy of the
Companys press release announcing these changes is attached
hereto as Exhibit 99.1.
Board) appointed Alesia J. Haas to serve as the Chief Financial
Officer (the CFO) and an executive managing director, succeeding
Joel M. Frank, who plans to retire. In his role as CFO, Mr. Frank
also performed the functions of principal operating officer and
principal accounting officer, which were assumed by Wayne N.
Cohen and Erez Elisha, respectively, as further described below.
In order to assist with an orderly transition of his
responsibilities, Mr. Frank will remain with the Company as a
Senior Advisor until his retirement at the end of June 2017.
the Company of his resignation from the Board, effective
immediately. Upon Mr. Franks resignation and the recommendation
of the Nominating, Corporate Governance and Conflicts Committee
of the Board, the Board decreased the size of the Board from
eight to seven directors.
approximately six years from 2009, first as Head of Strategy and
then as Chief Financial Officer. Her prior experience includes
various investment banking, strategy and other roles with Merrill
Lynch and General Electric.
OZ Advisors II LP, each a subsidiary of the Company (the Och-Ziff
Operating Group entities), entered into an agreement with Ms.
Haas (the Haas Partner Agreements) in connection with her
admission as a limited partner of the Och-Ziff Operating Group
entities on December 13, 2016.
Operating Group entity (collectively, an Och-Ziff Operating Group
D Unit). The Och-Ziff Operating Group D Units are non-equity
profits interests in the Och-Ziff Operating Group. Ms. Haas will
also receive a conditional grant of 1,000,000 profit sharing
interests (PSIs) in each of the Och-Ziff Operating Group entities
as of January 1, 2017, which number of PSIs may be increased or
reduced from time to time, in accordance with the terms of the
limited partnership agreements of the Och-Ziff Operating Group
entities and the Haas Partner Agreements. PSIs are non-equity
profits interests in the Och-Ziff Operating Group entities,
entitling Ms. Haas to distributions of future profits of the
Och-Ziff Operating Group on a pro rata basis with the Och-Ziff
Operating Group D Units, which distributions will generally be
reduced by quarterly cash advances paid to her at a rate of
$500,000 per year. In addition, Ms. Haas is eligible to receive
annual discretionary performance distributions (together with the
PSI distributions, Variable Distributions).
of 2016 and 2017 equal to $1,604,000 for 2016 (the 2016 Bonus)
and no less than $2,250,000 for 2017, which payments are
generally subject to her continued employment, except that Ms.
Haas will retain the 2016 Bonus if she is subject to a withdrawal
from the Och-Ziff Operating Group without cause. Variable
Distributions are generally payable in a combination of cash,
Och-Ziff Operating Group D Units and deferred cash interests
(DCIs). DCIs reflect notional Och-Ziff fund investments made by
the Och-Ziff Operating Group entities on behalf of Ms. Haas,
which will generally be subject to four-year vesting and
forfeiture conditions. Upon vesting, Ms. Haas will receive an
amount equal to the notional investment represented by the DCIs.
Any Och-Ziff Operating Group D Units granted to Ms. Haas as part
of her Variable Distributions will vest in four equal annual
installments. Upon vesting, all of the Och-Ziff Operating Group D
Units granted to Ms. Haas continue to be subject to transfer
restrictions, minimum ownership requirements and the conditions
to conversion into Och-Ziff Operating Group A Units.
non-solicitation and confidentiality restrictions that are
generally consistent with those applicable to our other executive
managing directors.
Chief Legal Officer (CLO) and an executive managing director,
succeeding David M. Becker. Mr. Becker has decided to retire and
will resign as CLO, and as executive managing director, on such
date. Mr. Levine, age 49, has been a senior member of Deutsche
Banks legal team for the past 15 years, most recently serving as
the Global Head of Litigation and Regulatory Enforcement. Prior
to joining Deutsche Bank in 2001, he spent eight years at the
U.S. Securities and Exchange Commission in Washington, D.C., and
New York, including serving as the Chief of Staff.
the principal operating officer of the Company. Mr. Cohen, age
42, is the Companys Chief Operating Officer, a position that he
has held since 2009. He is also an executive managing director
and a member of the Companys Partner Management Committee.
created role of Chief Accounting Officer, assuming Mr. Franks
duties as principal accounting officer of the Company. Mr.
Elisha, age 46, is a managing director and previously he served
as Public Entity Controller since joining Och-Ziff in 2007.
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Exhibit No.
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Description
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99.1
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Press Release of the Company, dated December 13, 2016
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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. OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC (NYSE:OZM) Recent Trading Information
OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC (NYSE:OZM) closed its last trading session down -0.08 at 2.99 with 1,665,753 shares trading hands.
