Form 4: Lynda M. Clarizio Receives Restricted Stock Units in Emerald Holding, Inc.

Director Lynda M. Clarizio was granted 24,213 restricted stock units of Emerald Holding, Inc. common stock on February 26, 2025, which will vest on February 26, 2026, subject to continued service.

Summary

• Lynda M. Clarizio, a director of Emerald Holding, Inc., received 24,213 restricted stock units (RSUs) on February 26, 2025.
• These RSUs will vest on February 26, 2026, contingent upon Clarizio's continued service on the board.
• Upon vesting, the RSUs will be settled in shares of Emerald Holding, Inc. common stock within 15 days.
• In the event of a Change in Control (as defined in the Emerald Holding, Inc. 2017 Omnibus Equity Plan) and Clarizio's service on the board is relieved prior to the vesting date, all unvested RSUs will become fully vested.

Sentiment

Score: 7

Explanation: The document indicates a standard equity compensation practice, suggesting a positive outlook for director alignment with company goals. The sentiment is neutral to slightly positive.

Positives

• The grant of restricted stock units aligns the director's interests with those of the shareholders.
• The vesting schedule incentivizes continued service on the board.

Risks

• The value of the restricted stock units is subject to the market price of Emerald Holding, Inc. common stock.
• Failure to continue service on the board through the vesting date will result in forfeiture of the unvested RSUs, unless a Change in Control occurs.

Future Outlook

The director's equity stake will increase upon vesting of the restricted stock units, further aligning her interests with the company's long-term performance.

Industry Context

Granting restricted stock units to directors is a common practice to incentivize and retain board members, aligning their interests with shareholders and the long-term success of the company.

Comparison to Industry Standards

• Many companies in the events and exhibitions industry, such as Informa and Tarsus Group, utilize equity compensation plans for their directors.
• The vesting schedules and terms of these plans often vary, but the underlying goal is to align director incentives with shareholder value creation.
• The specific terms of Emerald Holding's 2017 Omnibus Equity Plan, as amended, would need to be compared to those of similar companies to assess its competitiveness.

Stakeholder Impact

• Shareholders will benefit from the alignment of director interests with long-term company performance.
• Employees may be indirectly impacted by the incentivized leadership.

Next Steps

• The director will continue to serve on the board through the vesting date.
• The company will issue shares of common stock upon vesting of the restricted stock units.

Key Dates