Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.Jeremy Herauf has been appointed as the Chief Accounting Officer ofGroupon, Inc. (the "Company"), effectiveApril 12, 2021 .Mr. Herauf will replaceManju Gangadharan , who notified the Company onMarch 30, 2021 of his decision to resign as Chief Accounting Officer in order to pursue a new opportunity.Mr. Gangadharan's resignation will be effectiveApril 9, 2021 and is unrelated to any disagreement with the Company.Mr. Herauf , age 42, has served as the Company's Vice President, Global Corporate Controller sinceFebruary 2020 . He previously served in various roles at the Company including as Senior Director, International Controller fromMay 2019 toJanuary 2020 , Senior Director, EMEA Controller fromFebruary 2018 toApril 2019 , Senior Director, SEC Reporting and Accounting Policy and Head of EMEA Accounting fromJune 2017 toJanuary 2018 , Director / Senior Director, SEC Reporting and Accounting Policy fromApril 2013 toMay 2017 . Prior to joining the Company,Mr. Herauf held various positions atKPMG , a public accounting firm. In connection with his appointment,Mr. Herauf will receive an annual base salary of$290,000 and will be eligible for an annual performance bonus with a target amount of 40% of base salary and a one-time cash bonus of$150,000 (subject to clawback if his employment terminates prior toApril 15, 2022 ). In addition,Mr. Herauf will receive an award of restricted stock units ("RSUs") under theGroupon, Inc. 2011 Incentive Plan, as amended, with an aggregate value of$200,000 . The actual number of RSUs will be calculated using the average closing price of the Company's common stock inApril 2021 .Mr. Herauf's RSU award will vest in two equal installments over a 2-year period, beginning onMarch 20, 2022 , and is subject to approval by the Compensation Committee. There are no family relationships betweenMr. Herauf and any of the directors or executive officers of the Company, and there are no transactions in whichMr. Herauf has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding betweenMr. Herauf and any other person pursuant to whichMr. Herauf was appointed as an officer of the Company.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit No. Description Cover Page Interactive Data File
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