Mr. Willingham
In addition to his role as a member of the TAB, Mr. Willingham was a director of Reorganized WMI until July 31, 2018. Mr. Willingham beneficially owned 51,876 shares of common stock of Reorganized WMI on July 31, 2018, after taking into account the 1-for-12 stock split executed in October 2018. Until July 31, 2018, Mr. Willingham also served as Chairman of Reorganized WMI’s Audit Committee, and was on Reorganized WMI’s Compensation Committee and Nominating and Governance Committee and was a member of the Board of Directors of WMMRC.
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Mr. Smith
In addition to his role as an employee, Executive Vice President, General Counsel and Secretary of the Trust, Mr. Smith was, among other things, an Executive Vice President, Chief Legal Officer and Secretary of Reorganized WMI until July 31, 2018. Mr. Smith was also a member of the Board of Directors of WMMRC. From the Effective Date until May 2015, Mr. Smith served as Reorganized WMI’s Interim Chief Executive Officer. Furthermore, as noted above, Reorganized WMI and the Trust are parties to the TSA, pursuant to which the Trust has agreed to make available to Reorganized WMI certain services and employees as described therein. Pursuant to the TSA, Reorganized WMI has agreed to reimburse the Trust at a fixed rate per hour in exchange for Mr. Smith’s services as a former executive of Reorganized WMI. On July 31, 2018. Mr. Smith received a special cash bonus of $2.4 million, paid directly to him by Reorganized WMI. As disclosed above, Mr. Smith continues to serve as an Executive Vice President and Assistant Secretary of Reorganized WMI.
Ms. Logan
In addition to her role as an employee, Executive Vice President, Controller and Treasurer of the Trust, Ms. Logan was an Executive Vice President and Interim Controller of Reorganize WMI until July 31, 2018. Pursuant to the TSA, Reorganized WMI has agreed to reimburse the Trust at a fixed rate per hour in exchange for Ms. Logan’s services as a former executive of Reorganized WMI. On July 31, 2018, Ms. Logan received a special cash bonus of $50,000, paid directly to her by Reorganized WMI. As disclosed above, Ms. Logan continues to serve as an Executive Vice President and Assistant Secretary of Reorganized WMI.
(b) Review, approval or ratification of transactions with Related Persons
To avoid any potential conflict, the Trust’s governance procedures required Mr. Willingham to recuse himself from any decision of the TAB that relates to matters that involved Reorganized WMI. In addition, any applicable related party transactions that arise during the life of the Trust will be elevated to the TAB and/or the Board of Directors of Reorganized WMI, as required, for further consideration.
