8-K: Katapult Board Adds Gregory Zink, Rubin Resigns

Katapult Holdings, Inc. announced the resignation of Jeffrey Rubin from its Board of Directors and the appointment of Gregory L. Zink as a Class I director, effective November 26, 2025.

Summary

• Jeffrey Rubin resigned as a member of the Board of Directors, effective November 25, 2025.
• Rubin's resignation was not the result of any disagreement with the company, its management, the Board, or any committee thereof.
• Gregory L. Zink was appointed as a Class I director, effective November 26, 2025, to fill the vacancy created by Mr. Rubin's resignation.
• Mr. Zink's initial term as a director will expire at the company's 2027 annual meeting of stockholders.
• Concurrent with his appointment to the Board, Mr. Zink was also appointed to the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.
• Mr. Zink is 69 years old and has served as an independent director for Newtek Business Services Corp/NewtekOne since 2017 and Newtek Bank NA since 2023.
• Mr. Zink chairs the Compensation, Nominating and Governance Committee and is a member of the Audit Committee for both Newtek organizations.
• The Board determined that Mr. Zink is independent under applicable Nasdaq listing rules.
• Mr. Zink will receive an annual base retainer of $50,000 for Board service, plus additional retainers for committee service ($10,000 for Audit, $7,500 for Compensation, $5,000 for Nominating and Corporate Governance).
• Mr. Zink was granted restricted stock units (RSUs) with a grant date fair value of $150,000, prorated until the next annual meeting, vesting upon continued service.

Sentiment

Score: 7

Explanation: The appointment of a highly experienced and independent director to the Board and key committees is a positive development for corporate governance. The amicable nature of the previous director's resignation further contributes to a generally positive sentiment regarding board stability and strategic direction.

Positives

• The appointment of Gregory L. Zink brings extensive experience in strategic advisory, management consulting, and financial management to the Board.
• Mr. Zink's background includes serving as an independent director for Newtek Business Services Corp/NewtekOne and Newtek Bank NA, where he chaired compensation/nominating/governance committees and was an audit committee member.
• His diverse professional history with Newport LLC, Lowell Group, LLC, NGJ Brand Solutions, Touche Ross/Deloitte Consulting, and the General Electric Financial Management Program enhances the Board's collective expertise.
• The Board's determination that Mr. Zink is independent under Nasdaq listing rules strengthens corporate governance and oversight.
• The explicit statement that Mr. Rubin's resignation was not due to any disagreement suggests a smooth and amicable transition in board composition.

Negatives

• The resignation of a director, even if amicable, represents a change in board composition and a potential loss of specific institutional knowledge or perspective.

Future Outlook

Mr. Zink's restricted stock units (RSUs) are expected to vest on the date of the next annual meeting, contingent upon his continued service as a Board member. The company also anticipates entering into its standard director indemnification agreement with Mr. Zink.

Industry Context

This announcement reflects a standard corporate governance practice where public companies periodically refresh their boards to maintain a diverse skill set, ensure independence, and replace departing members. The appointment of an independent director with extensive financial and governance experience aligns with best practices for public companies seeking to enhance oversight and strategic guidance.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Benefit from enhanced corporate governance and the addition of an experienced independent director to the Board and key committees, potentially leading to better oversight and strategic direction.
• Employees: Indirectly benefit from stronger governance and strategic leadership provided by a well-qualified Board.

Next Steps

• Mr. Zink's restricted stock units (RSUs) will vest on the date of the next annual meeting, subject to his continued service.
• The Company expects to enter into its standard director indemnification agreement with Mr. Zink.

Key Dates

Keywords

Katapult Holdings, KPLT, Board of Directors, Director Appointment, Corporate Governance, Gregory Zink, Jeffrey Rubin, SEC Filing, 8-K, Nasdaq