Silvia, Inc. (SVIA): CFO Renae Cormier mutual agreement; interim named

Events in this filing

Item 5.02 as filed

Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
October 14, 2026, the Board of Directors (the “ Board ”) of Silvia, Inc., a Delaware corporation (the
“ Company ”), and each of Kyle Wood, the Company’s Chief Legal Officer and Secretary, Megan Pacchia, the
Company’s Chief Operating Officer, and Renae Cormier, the Company’s Chief Financial Officer, mutually agreed that each
such officer will separate from the Company. The effective date of each such separation (each, a “ Separation
Date ”) will be determined in accordance with the separation agreements entered into with each officer, as further
described below. In connection with such separations, each of Mr. Wood, Ms. Pacchia and Ms. Cormier will cease to serve in all
positions held with the Company and its subsidiaries as of his or her applicable Separation Date.
Each
of Mr. Wood, Ms. Pacchia and Ms. Cormier is party to an employment agreement with the Company, copies of which were filed as Exhibits
10.24, 10.25 and 10.27, respectively, to Amendment No. 1 to the Registration Statement on Form S-4 filed by the Company on October 20,
2025.
In
connection with Mr. Wood’s separation, the Company and Mr. Wood entered into a Mutual Separation Agreement and General Release,
dated October 20, 2026, setting forth a Separation Date of no later than October 21, 2026 (the “ Wood Separation Agreement ”).
Pursuant to the Wood Separation Agreement, subject to Mr. Wood’s execution of a general release of claims in favor of the Company,
Mr. Wood will receive: (i) severance pay in an aggregate amount of $500,000, to be paid in equal monthly installments over six (6) months;
(ii) 258,317 fully vested shares under the ProCap Financial, Inc. 2025 Equity Incentive Plan (the “Plan”), subject to timely
execution of an award agreement and approval of the Board; and (iii) continued eligibility for coverage under the Company’s current
group health insurance plans (medical, dental and vision, as applicable) for six (6) months following his Separation Date or, if earlier,
until he becomes eligible for coverage under another employer’s group health plan.
In
connection with Ms. Pacchia’s separation, the Company and Ms. Pacchia entered into a Mutual Separation Agreement and General Release,
dated October 20, 2026, setting forth a Separation Date of no later than October 21, 2026 (the “ Pacchia Separation Agreement ”).
Pursuant to the Pacchia Separation Agreement, subject to Ms. Pacchia’s execution of a general release of claims in favor of the
Company, Ms. Pacchia will receive: (i) severance pay in an aggregate amount of $500,000, to be paid in equal monthly installments over
six (6) months; (ii) 366,392 fully vested shares under the Plan, subject to timely execution of an award agreement and approval of the
Board; and (iii) continued eligibility for coverage under the Company’s current group health insurance plans (medical, dental and
vision, as applicable) for six (6) months following her Separation Date or, if earlier, until she becomes eligible for coverage under
another employer’s group health plan.
In
connection with Ms. Cormier’s separation, the Company and Ms. Cormier entered into a Mutual Separation Agreement and General Release,
dated October 20, 2026, setting forth a Separation Date of no later than October 21, 2026 (the “ Cormier Separation Agreement ”).
Pursuant to the Cormier Separation Agreement, subject to Ms. Cormier’s execution of a general release of claims in favor of the
Company, Ms. Cormier will receive: (i) severance pay in an aggregate amount of $500,000, to be paid in equal monthly installments over
six (6) months; (ii) 194,495 fully vested shares under the Plan, subject to timely execution of an award agreement and approval of the
Board; and (iii) continued eligibility for coverage under the Company’s current group health insurance plans (medical, dental and
vision, as applicable) for six (6) months following her Separation Date or, if earlier, until she becomes eligible for coverage under
another employer’s group health plan.
The
foregoing summaries of the Wood Separation Agreement, Pacchia Separation Agreement, and Cormier Separation Agreement do not purport to
be complete and are qualified in their entirety by reference to the full text of each separation agreement, copies of which are filed
as Exhibits 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
On
October 20, 2026, the Board appointed Catalina Abbey to serve as the Company’s interim Chief Financial Officer, effective as of
Ms. Cormier’s Separation Date. Ms. Abbey is expected to serve in this interim capacity until a successor Chief Financial Officer
is duly elected or appointed by the Board, or until her earlier resignation or removal.
In
connection with Ms. Abbey’s appointment, the Company and Ms. Abbey entered into an employment agreement, dated October 20, 2026
(the “ Abbey Employment Agreement ”). Pursuant to the Abbey Employment Agreement, Ms. Abbey will receive an annual base
salary of $200,000 and will be eligible to receive annual grants of time-based restricted stock units under the Plan with a grant date
fair value (as determined by the Board or its compensation committee) of $200,000 per year, subject to her continued employment with
the Company through the applicable grant date. Any such awards will vest in equal quarterly installments over the twelve (12) month period
following the applicable grant date, subject to Ms. Abbey’s continuous employment with the Company and good standing through each
applicable vesting date.
The
foregoing description of the Abbey Employment Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Abbey Employment Agreement, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is
incorporated herein by reference.
Ms.
Abbey, age 45, has served as Chief Financial Officer of ProCap Acquisition Corp, a special purpose acquisition company and an affiliate
of the Company, since February 2025, and as Chief Financial Officer of APFO Inc. - Family Office and Professional Capital Management,
an investment firm, since October 2022. Previously, Ms. Abbey served as Director of Finance at Grant Cardone Enterprises from October
2020 to October 2022, and as a Director at Invoke LLC from February 2019 to October 2022. Earlier in her career, she served as Senior
Vice President of Finance for the U.S. and Europe at VVIG, Inc. from May 2015 to May 2019 and as Financial Executive for the U.S. and
Latin America at Envirotek Realty Group from August 2013 to May 2015. Ms. Abbey holds a Master of Business Administration, a Master of
Accounting and a Bachelor of Business Administration, is a Certified Management Accountant (CMA) and Certified in Strategy and Competitive
Analysis (CSCA) and has passed the Series 65 Uniform Investment Adviser Law Examination.
There
are no arrangements or understandings between Ms. Abbey and any other person pursuant to which Ms. Abbey was appointed as interim Chief
Financial Officer. There are no family relationships between Ms. Abbey and any director, executive officer or any other person nominated
or chosen by the Company to become a director or executive officer. There are no related person transactions within the meaning of Item
404(a) of Regulation S-K between Ms. Abbey and the Company.
On
October 20, 2026, the Board appointed Caroline Hennigar to serve as the Company’s Chief Operating Officer (principal operating
officer), effective as of Ms. Pacchia’s Separation Date.
In
connection with Ms. Hennigar’s appointment, the Company and Ms. Hennigar entered into an employment agreement, dated October 20,
2026 (the “ Hennigar Employment Agreement ”). Pursuant to the Hennigar Employment Agreement, Ms. Hennigar will receive
an annual base salary of $250,000 and will be eligible to receive annual grants of time-based restricted stock units under the Plan with
a grant date fair value (as determined by the Board or its compensation committee) of $150,000 per year, subject to her continued employment
with the Company through the applicable grant date. Any such awards will vest in equal quarterly installments over the twelve (12) month
period following the applicable grant date, subject to Ms. Hennigar’s continuous employment with the Company and good standing
through each applicable vesting date.
The
foregoing description of the Hennigar Employment Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Hennigar Employment Agreement, a copy of which is filed as Exhibit 10.5 to this Current Report on Form 8-K and
is incorporated herein by reference.
Ms.
Hennigar, age 35, has served as Managing Director at Professional Capital Management, an investment management firm, since June 2025,
where she oversees strategic initiatives, partnerships and special projects and supports special purpose acquisition company and capital
markets transactions. Since 2021, Ms. Hennigar has worked alongside Mr. Pompliano across businesses in investment management, media and
events. She also co-founded Polymer, an events business that produces major investor conferences. Previously, Ms. Hennigar served as
Senior Director of Marketing at Condé Nast, where she led marketing strategy for major enterprise accounts across publications
including Vogue, GQ and Allure. Earlier in her career, she held brand strategy positions at Ogilvy & Mather and Erwin Penland, where
she worked on national campaigns for global brands. Ms. Hennigar holds a Bachelor of Arts in Psychology from Emory University.
There
are no arrangements or understandings between Ms. Hennigar and any other person pursuant to which Ms. Hennigar was appointed as Chief
Operating Officer. There are no family relationships between Ms. Hennigar and any director, executive officer or any other person nominated
or chosen by the Company to become a director or executive officer. There are no related person transactions within the meaning of Item
404(a) of Regulation S-K between Ms. Hennigar and the Company.