Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Kristin Slanina as Chief Operating Officer
On September 16, 2020, the Company announced that it had appointed Kristin
Slanina as the Company's Chief Operating Officer effective upon her first day of
employment, which is expected to be September 24, 2020 (the "Start Date").
Ms. Slanina, age 51, is joining the Company after having served Thirdware
Solution Inc., a multinational information technology services company, as its
Chief Transformation Officer from January 2019 to the present. Before that, Ms.
Slanina served as an Executive Director at Ernst & Young Global Limited, a
multinational professional services network, from October 2015 until January
2019. For over 20 years before that, she served in various other positions at
Chrysler Group LLC and the Ford Motor Company, two global automotive
manufacturers. Ms. Slanina holds an M.S. and a B.S. in Mechanical Engineering
from the Massachusetts Institute of Technology.
Other than the Employment Agreement (as defined below), there are no
arrangements or understandings between Ms. Slanina and any other person pursuant
to which she was selected as Chief Operating Officer. There are no family
relationships between Ms. Slanina and any director or executive officer of the
Company and Ms. Slanina has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K
under the Securities Exchange Act of 1934, as amended.
Employment Agreement with Ms. Slanina
In connection with her appointment, the Company entered into an employment
agreement (the "Employment Agreement") with Ms. Slanina on September 10, 2020.
Under the terms of the Employment Agreement, Ms. Slanina's employment is on an
at-will basis, she will be paid a base salary of $425,000, less applicable tax
withholdings and subject to review and adjustment based upon the Company's
normal performance review practices, and she will be eligible for a
discretionary bonus targeted at 50% of her base salary. Ms. Slanina will also be
awarded a signing bonus of $150,000, less applicable tax withholdings, which
will be paid in two equal installments. The first installment will be paid on
the first regular payroll period following the Start Date, and the second
installment will be paid, subject to Ms. Slanina's continued employment through
the payment date, at the same time that the Company pays cash bonuses in respect
of 2020 to its other executives (or, if the Compensation Committee (the
"Committee") of the Board of Directors of the Company determines not to pay such
executive bonuses, then on the first payroll period following the date that it
makes such determination). If Ms. Slanina resigns her employment before
September 24, 2021, she will be required to repay a prorated portion of her
signing bonus. The Employment Agreement provides that Ms. Slanina is eligible to
participate in the benefits programs generally available to employees of the
Company on the same terms as other similarly-situated employees.
The Employment Agreement also provides that at the first meeting of the
Committee after the Start Date, the Company will recommend that the Committee
grant her (i) a stock option (the "Option") to purchase shares of the Company's
common stock ("Shares") having an aggregate grant-date fair value of
approximately $875,000 and an exercise price per Share no less than the fair
market value of the Shares on the date of the grant; and (ii) an award of
restricted stock units of the Company ("RSUs") having an aggregate grant-date
fair value of approximately $875,000 (the "RSU Grant"), in the case of each of
clauses (i) and (ii) pursuant to a Company equity incentive plan and an option
agreement and RSU agreement, as applicable. Further, the Company will recommend
that (x) the Option vest in approximately equal monthly installments over 48
months, with the first vesting date occurring on the one-month anniversary of
the 91st day of Ms. Slanina's employment; and (y) the RSU Grant vest in
approximately equal quarterly installments over 16 quarters, with vesting
beginning on the 15th day of the third month after Ms. Slanina's start date.
Vesting of the Option and the RSU Grant is subject to Ms. Slanina's continued
service with the Company through each vesting date. Additionally, Ms. Slanina
will be eligible to receive additional equity awards pursuant to plans or
arrangements the Company may have in effect from time to time determined in the
discretion of the Board or the Committee.
Under the Employment Agreement, if the Company terminates Ms. Slanina's
employment for a reason other than Cause (as defined in the Employment
Agreement), or she resigns from her employment for Good Reason (as defined in
the Employment Agreement), then, in addition to earned but unpaid amounts,
subject to Ms. Slanina's signing a release of claims agreement with the Company
and her continued compliance with the terms of the Employment Agreement and a
confidential
--------------------------------------------------------------------------------
information agreement entered into with the Company, she will receive as
severance: (i) continuing payments of her base salary as in effect on the date
of the termination during the period beginning with her termination through the
six-month anniversary of her termination, plus an additional two months for each
year of service at the Company at the time of the termination (the "Severance
Period"); (ii) if such termination occurs before a Change in Control (as defined
in the Employment Agreement), the immediate vesting of each of her
then-outstanding equity awards as to the number of Shares subject to each equity
award that otherwise would have vested had she remained an employee of the
Company through the 12-month anniversary of her termination date; or, if such
termination occurs upon or after a Change in Control, the immediate vesting as
to 100% of each of her outstanding equity awards that both are outstanding as of
the employment termination date and were granted at least 90 days before the
applicable Change in Control; and (iii) reimbursement or direct payment, as
determined by the Company, of certain continuing health care benefits for up to
12 months following her termination.
If Ms. Slanina's employment with the Company terminates due to her death or
Disability (as defined in the Employment Agreement), then, in addition to earned
but unpaid amounts, subject to Ms. Slanina's (or her estate's) signing a release
of claims agreement with the Company and her continued compliance with the
Employment Agreement and a confidential information agreement entered into with
the Company, each of her then-outstanding equity awards will immediately vest
and she (or her estate) will receive certain continuing health care benefits
during the Severance Period.
If a Change in Control occurs while Ms. Slanina remains an employee of the
Company, if she remains employed with the Company (or any successor or
subsidiary thereof) as of the first day following the 12-month anniversary of
the Change in Control, then 100% of any of Ms. Slanina's equity awards that both
are outstanding as of such date and were granted to her at least 90 days before
the Change in Control will vest at such time.
The Employment Agreement further provides that, if the severance payments
and other benefits payable to Ms. Slanina constitute "parachute payments" under
Section 280G of the Internal Revenue Code of 1986, as amended, and would be
subject to the applicable excise tax, then her severance and other benefits will
either be delivered in full or delivered to such lesser extent that would result
in no portion of such benefits being subject to the excise tax, whichever
results in the receipt by Ms. Slanina on an after-tax basis of the greatest
amount of benefits.
Item 7.01 Regulation FD Disclosure.
Also on September 16, 2020, the Company issued a press release announcing
the appointment of Ms. Slanina and the appointment of Bethany Mach as Chief
Consumer Officer of the Company. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and in Item 9.01 of this Current Report on
Form 8-K shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such a
filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release issued by TrueCar, Inc., dated September 1 6 ,
2020.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses