Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Ms. Sverchek as President
On April 26, 2023, Lyft, Inc. (the "Company") entered into a letter agreement
(the "Letter") with Kristin Sverchek, pursuant to which Ms. Sverchek will become
the Company's President, effective as of July 1, 2023. Ms. Sverchek will succeed
John Zimmer, the Company's current President, who, as previously announced, will
transition to a non-employee advisor and director role on June 30, 2023.
The Company previously disclosed that David Risher, the Company's Chief
Executive Officer (principal executive officer) would assume the role of
President effective July 1, 2023. However, subsequent to this filing, at Mr.
Risher's recommendation, the Company's Board of Directors (the "Board")
determined that Ms. Sverchek would assume this role instead, giving Mr. Risher
greater capacity to focus on his role as CEO. Ms. Sverchek will report to Mr.
Risher, who will continue to be the principal executive officer.
Ms. Sverchek has been a senior executive at the Company since 2012. She has a
proven track record of leading large teams, solving tough problems and driving
business impact at scale. Ms. Sverchek will lead the Company's work in key areas
including people, policy, legal, business development, strategic partnerships,
and real estate. She will continue to serve on the Company's Executive
Leadership team. Beyond her functional responsibilities Ms. Sverchek will play a
broad role as a key advisor to the CEO and lead strategic initiatives to drive
the Company's transformation with a sharp focus on meeting the needs of riders
and drivers.
Letter Agreement
Pursuant to the Letter, Ms. Sverchek will be eligible to receive a
performance-based retention bonus of 100% of her base salary as in effect on
December 31, 2023 (the "Bonus"). The Bonus is subject to the achievement of
performance goals approved by the Board's Compensation Committee. The goals are
expected to relate to cost containment, revenue in certain business units and
development of human resource assets.
Pursuant to the Letter, Ms. Sverchek was also granted (i) an award of
performance-based restricted stock units covering 213,068 shares of the
Company's Class A Common Stock (the "PSUs"); and (ii) an award of restricted
stock units covering 359,712 shares of the Company's Class A Common Stock (the
"RSUs") (the "RSUs" and together with the PSUs, the "Equity Grants"). Each
Equity Grant will be subject to the terms of the Company's 2019 Equity Incentive
Plan and an applicable award agreement thereunder. The PSUs will become eligible
for vesting upon the achievement of goals for increasing the Company's stock
price and additionally will require continued service to the Company through the
applicable vesting dates. The RSUs will vest based on Ms. Sverchek's continued
employment in accordance with the Company's standard quarterly vesting schedule.
The Letter also provides that Ms. Sverchek's preexisting eligibility for
severance benefits under the Company's Executive Change in Control and Severance
Plan (the "Severance Plan"), a copy of which has been filed as Exhibit 10.6 to
the Company's Registration Statement on Form S-1 (File No. 333-229996), filed
with the SEC on March 1, 2019, temporarily will be increased through June 30,
2024 (the "Enhanced Severance"). Under the terms of the Enhanced Severance and
the Severance Plan, if Ms. Sverchek's employment is terminated without "Cause"
or she voluntarily resigns with "Good Reason" (as each term is defined in the
Severance Plan, and in either case, occurring before July 1, 2024, and not in
connection a change in control), she will be eligible to receive a lump sum cash
payment equal to 100% of her annual salary and target bonus and 100% vesting of
the unvested portion of the RSUs, provided that Ms. Sverchek's eligibility for
continued medical benefits will remain at its current level under the Severance
Plan. All severance payments and benefits under the Severance Plan are subject
to the applicable participant signing a release of claims in favor of the
Company and complying with various post-employment obligations for a minimum of
12 months. After June 30, 2024, Ms. Sverchek's severance benefit under the
Severance Plan will return to the level in effect immediately prior to the
Enhanced Severance becoming effective.
The foregoing summary is subject to, and qualified in its entirety by, the full
text of the Letter, which is filed as Exhibit 10.1 hereto and incorporated
herein by reference.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit
No. Exhibit Description
Letter Agreement between Lyft, Inc. and Kristin Sverchek, dated as of April
10.1 26, 2023.
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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