Item 5.02. resignations of directors or certain officers; election of directors; appointment of certain officers; Compensation Arrangements of Certain Officers.
Appointment and resignation of the Chief Executive Officer
September 20, 2022, the Board of Directors (the "Board") of Bird Global, Inc.(the "Company") appointed Shane Torchianaas President and Chief Executive Officer of the Company, effective as of September 21, 2022(the "Effective Date"). Mr. Torchianasucceeds Travis VanderZanden, who stepped down as Chief Executive Officer of the Company on September 21, 2022, and will continue to serve as Chair of the Board. Mr. Torchiana, 39, has served as the Company's President since June 2022. Prior to that, Mr. Torchianaserved in various roles at the Company, most recently as Chief Operating Officer from January 2022to June 2022and as Senior Vice President, Corporate Development & Strategyfrom January 2019to January 2022. Before joining Bird Rides, Inc.in 2018, Mr. Torchianaspent eight years at Boston Consulting Groupwhere he led client engagements in data and analytics, strategy, and transformation efforts. Prior to Boston Consulting Group, he worked in global macro investing at Eaton Vance, a subsidiary of Morgan Stanley Investment Management. He holds an MBA from Columbia Business Schooland MFin (Master of Finance) from MIT Sloan.
Appointment and resignation of the Chief Financial Officer
September 20, 2022, the Board appointed Ben Luas Chief Financial Officer of the Company and designated Mr. Luas principal financial officer, in each case, effective as of the Effective Date. Mr. Lusucceeds Yibo Ling, who notified the Company on September 19, 2022of his intention to step down as Chief Financial Officer of the Company, effective on the Effective Date. Mr. Lu, 46, previously served as Chief Financial Officer of Archer Aviation from August 2021to February 2022. Prior to Archer, Mr. Luserved as Vice President, Finance at Logitech International from May 2016to July 2021, where he led a global team responsible for Corporate FP&A, Investor Relations, Treasury, Global Operations and Supply Chain Finance. Mr. Luis a C.F.A charter holder and spent nearly 20 years analyzing and investing in technology public equity companies with firms, including Seligman Investments, UBS Securities, and J.P. Morgan. Mr. Lureceived a B.S. in Finance and Information Systems from New York University.
CFO Compensation Letter Agreement
In connection with his appointment described above, on the Effective Date, the Compensation Committee of the Board (the "Committee") approved, and Bird has entered into, a Compensation Letter Agreement ("Letter Agreement") with
Mr. Lu. The material terms of the Letter Agreement are described below. Under the Letter Agreement, Mr. Luis entitled to receive an annual base salary of $500,000, pro-rated for partial years of employment. In addition, during calendar years 2022, 2023 and 2024, Mr. Luis eligible to earn annual and quarterly cash performance bonuses based on the achievement of adjusted EBITDA, free cash flow and net revenue goals. The maximum potential bonus opportunity for Mr. Lufor a single calendar year is equal to $403,125. Pursuant to Mr. Lu'sLetter Agreement, Mr. Luwill be granted one or more awards of restricted stock units ("RSUs") covering shares of the Company's Class A Common Stock under the Company's 2021 Incentive Award Plan (the "2021 Plan"). The material terms and conditions of such awards are described below in the section entitled, "CFO Equity Award." In connection with entering into his Letter Agreement, Mr. Luwill be paid a one-time cash signing bonus of $375,000(the "Signing Bonus"), payable in a lump-sum payment within 45 days following Mr. Lu'semployment start date. Per the terms of Mr. Lu'sLetter Agreement, in the event that Mr. Lu'semployment with Bird is terminated for any reason other than due to a Qualifying Termination (as defined below) or due to Mr. Lu'sdeath or disability, prior to the second anniversary of his start date, then: (i) 100% of the Signing Bonus will be repayable if such termination occurs prior the first anniversary of the start date and (ii) 50% of the Signing Bonus will be repayable if such termination occurs on or after the first anniversary of the start date and prior the second anniversary of the start date. Upon a Change in Control (as defined in the 2021 Plan), if Mr. Luremains in continued employment with Bird through such Change in Control, the Signing Bonus no longer will be subject to the foregoing repayment requirements. -------------------------------------------------------------------------------- In addition, under the Letter Agreement, if Mr. Luexperiences a termination of employment by Bird without "cause" or by him for "good reason" (each, as defined in the applicable Letter Agreement) (a "Qualifying Termination"), then Mr. Luwill receive: a.a cash amount equal to 12 months of his annual base salary then in effect, payable in substantially equal installments over the 12-month period following the termination date; b.company-subsidized healthcare coverage for up to 12 months following the date of termination, at the same levels and same cost to him as in effect immediately prior to the termination date; and c.for Mr. Lu, all time-vesting equity awards then held by Mr. Luwill become fully vested on an accelerated basis as of the termination date with respect to the number of shares underlying the award that would have vested during the 12-month period following such termination date (had he remained employed during such period, and calculated as though the award vests on a monthly basis from the applicable vesting commencement date); in addition, if the Qualifying Termination occurs during the 24-month period following a Change in Control, all such equity awards will become fully vested as of the termination date.
The severance payments and benefits described above depend on this
CFO Equity Award
On the Effective Date,
Mr. Luwas granted an award of RSUs covering 2,500,000 shares of the Company's Class A Common Stock (the "RSU Award") under the 2021 Plan. The RSU Award will vest as to 1/12 of the total RSUs underlying the award on each of the first 12 quarterly anniversaries of September 1, 2022, subject to Mr. Lu'scontinued employment with Bird through the applicable vesting date. Pursuant to Mr. Lu'sLetter Agreement, Mr. Lualso is eligible to receive two additional awards of RSUs, covering up to 1,500,000 shares of the Company's Class A Common Stock (the "Performance-Vesting RSUs"). The Performance-Vesting RSUs will be granted to Mr. Lufollowing the attainment of applicable stock price goals at any time during the Performance Period (as defined in Mr. Lu'sLetter Agreement), as set forth in the following table. Once granted, the Performance-Vesting RSUs will vest as to 1/6 of the total RSUs subject to the applicable tranche on each quarterly anniversary of the date on which the applicable stock price goal was achieved, subject to Mr. Lu'scontinued employment with Bird through the applicable vesting date. Price Per Share Vesting Tranche Goal Number of
Performance Vesting RSUs Granted
First Vesting Tranche $ 2.50 1,000,000.00 Second Vesting Tranche $ 5.00 500,000.00
The RSU award and RSUs with vesting for performance are subject to accelerated vesting provisions in connection with certain events, as described above under “Award Letter Agreement”.
The forgoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the text of such agreement, which is filed as Exhibit 10.1 to this Current Report and incorporated herein by reference. Other Executive Transitions On
September 20, 2022, the Board appointed Lance Bradleyas Chief Technology Officer of the Company, effective September 21, 2022. Mr. Bradleywill oversee all technology, engineering and product functions, including software, firmware, hardware, and vehicle operations, as well as data, security, and information technology. Justin Balthrop, formerly Chief Technology Officer, will transition to Chief Product Officer, effective September 21, 2022. On September 21, 2022, the Company and William Scott Rushforthagreed that Mr. Rushforthwould become a consultant to Bird Rides, Inc.("Bird"), a subsidiary of the Company, for a one-year period effective September 22, 2022. In --------------------------------------------------------------------------------
connection with his transition, the company and
Under an Advisor Agreement between
Mr. Rushforthand Bird (the "Rushforth Advisor Agreement"), Mr. Rushforthwill receive the following payments and benefits, subject to his continued service during the one-year consulting period: (i) a $400,000consulting fee; (ii) Company-paid COBRA premium payments; and (iii) continued vesting of certain time-vesting Company equity awards held by him. Under the Advisor Agreement, Mr. Rushforthwill continue to be subject to customary restrictive covenants. In addition, under a Separation and Release Agreement between him and Bird (the "Rushforth Separation Agreement"), Mr. Rushforth'sCompany stock options will remain exercisable for up to five years following his employment separation date.
The foregoing description of the Rushforth Separation Agreement (together with the Rushforth Consultant Agreement attached thereto) is not intended to be exhaustive and is qualified in its entirety by reference to the text of this Agreement, which is filed as Exhibit 10.2 to this current report and herein by reference recorded.
resignation of the director
The Nominating and Corporate Governance Committeeof the Board recommended that Shane Torchianafill the vacancy created by Mr. Kan'sresignation. The Company expects to seek stockholder approval for the election of Mr. Torchianato the Board, as required by the Company's certificate of incorporation, at or before the next Annual Meeting of Stockholders.
This Current Report contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933 (as amended, the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934 (as amended, the "Exchange Act"). All statements other than statements of historical facts contained in this Current Report may be forward-looking statements. Forward-looking statements contained in this Current Report include, but are not limited to, statements regarding the election of
Mr. Torchianato the Board. We have based these forward-looking statements largely on our current expectations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the important factors discussed in Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2021("2021 Form 10-K") and Part II, Item 1A. "Risk Factors" in our Quarterly Report on Form 10-Q for the period ended June 30, 2022, and described from time to time in our future reports filed with the Securities and Exchange Commission(the "SEC"). The forward-looking statements in this Current Report are based upon information available to us as of the date of this Current Report, and while we believe such information forms a reasonable basis for such statements, these statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Current Report, whether as a result of any new information, future events or otherwise.
Item 9.01 Financial Statements and Appendices.
(d) Exhibits Exhibit No. Description 10.1 Compensation Letter Agreement by and between
Ben Luand Bird Rides, Inc., dated September 21, 202210.2 Separation and Release Agreement, by and between William ScottRushforth and Bird Rides, Inc., dated September 21, 2022104 Cover page Interactive Data File (embedded within Inline XBRL document)
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