Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 2, 2021, Lyft, Inc. (the "Company") announced the appointment of
Elaine Paul as the Chief Financial Officer of the Company, effective January 3,
2022 (the "Effective Date"). Ms. Paul will succeed Brian Roberts, the Company's
Chief Financial Officer who has resigned as an employee effective December 1,
2021. Logan Green, the Company's Chief Executive Officer, will serve as
principal financial officer during the period between Mr. Roberts' departure and
the Effective Date.
Mr. Roberts will serve as an advisor to the Company through June 1, 2022 to
assist in the transition of his duties. Mr. Roberts' departure is not the result
of any dispute or disagreement with the Company, its board of directors, or its
management, or any matter relating to the Company's operations, policies or
practices.
Ms. Paul, 54, has served as Chief Financial Officer and Vice President of
Finance at Amazon Studios, a division of Amazon.com, Inc., an e-commerce
company, since July 2019. Prior to Amazon Studios, Ms. Paul served as Chief
Financial Officer at Hulu, LLC, a streaming service company, from November 2013
to July 2019. She served in various senior positions, including as Senior Vice
President, Corporate Strategy, Business Development and Technology at The Walt
Disney Company, a global entertainment company, from 1994 to 2013. Ms. Paul
holds a B.A. with Distinction in Economics and History from Stanford University
and an M.B.A. from Harvard Business School.
Paul Offer Letter
On November 26, 2021, the Company entered into an employment letter with
Ms. Paul (the "Employment Letter"). The Employment Letter does not have a
specific term and provides that Ms. Paul's employment will be at-will. Under the
Employment Letter, the Company will pay Ms. Paul an annual base salary of
$450,000, which shall be subject to review and adjustment based upon the
Company's normal performance review practices.
In addition, pursuant to the Employment Letter, Ms. Paul will receive a signing
bonus of $1,500,000. If prior to the twelve-month anniversary of the Effective
Date, Ms. Paul voluntarily terminates her employment, her employment is
terminated as a result of death or disability or her employment is terminated by
the Company for Cause (as defined in the Severance Plan described below), she
will be required to repay a pro rata portion (based upon the number of months
actually worked) of the gross amount of the signing bonus to the Company within
ninety (90) days of the end of her employment. The Company determined the size
and terms of the sign-on bonus after considering such factors as it determined
appropriate, including the value of the long-term equity grants Ms. Paul will
forfeit from her current employer upon joining the Company.
The Employment Letter provides that, subject to the approval of the Company's
board of directors or its authorized committee (the "Board"), the Company will
grant Ms. Paul an award of restricted stock units ("RSUs") with a grant date
value of approximately $16,000,000, which award shall vest as to 1/16th of the
total number of RSUs associated with the new hire award on the first quarterly
vesting date (set at February 20, May 20, August 20 and November 20 of each
year) ("Quarterly Vesting Dates") that occurs after Ms. Paul completes three
(3) months of continuous service and as to 1/16th of the total number of RSUs
associated with the new hire award on each Quarterly Vesting Date thereafter, in
all cases, subject to Ms. Paul's continuous service with the Company or its
subsidiaries or affiliates from the grant date through the applicable Quarterly
Vesting Date. The number of RSUs subject to the award is calculated by dividing
the value of the award by the 20-trading day trailing average closing price of a
share of the Company's Class A Common Stock, ending on the last trading day
preceding the Monday of the week of prior to the date Ms. Paul commences
employment with the Company, rounded down to the nearest whole RSU, as
determined by the Board. The award is expected to be made by no later than
February 2022, assuming Board approval, and will be subject to the terms and
conditions of the Company's 2019 Equity Incentive Plan (as may be amended by the
Board) and the applicable form(s) of RSU agreement.
Beginning in fiscal year 2023, Ms. Paul will be eligible to be considered for
additional RSU grants based on her continued employment in good standing with
the Company, and at the sole discretion of the Board.
The Employment Letter also provides that Ms. Paul will be eligible to
participate in 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 Securities and Exchange Commission (the "SEC") on March 1, 2019. Her
participation level will be at the same level as other named executive officers
who are not Co-Founders. The terms and conditions of the Severance Plan are
described in the Company's proxy statement for the annual meeting of
stockholders filed with the SEC on April 28, 2021 under the caption "Potential
Payments Upon Termination or Change of Control."
In addition, Ms. Paul will receive reasonable expense assistance for commuting
and corporate housing in the San Francisco Bay Area of up to a pre-tax maximum
of $200,000 per year in the aggregate.
Effective upon her appointment as Chief Financial Officer of the Company,
Ms. Paul will be designated as an "officer" as such term is used within the
meaning of Section 16 of the Securities Exchange Act of 1934, as amended.
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Ms. Paul will execute the Company's standard form of indemnification agreement
prior to the date she commences employment with the Company, a copy of which has
been filed as Exhibit 10.1 to the Company's Registration Statement on Form S-1
(File No. 333-229996), filed with the SEC on March 1, 2019.
There are no other arrangements or understandings between Ms. Paul and any other
persons pursuant to which Ms. Paul was appointed as Chief Financial Officer of
the Company. There are no family relationships between Ms. Paul and any director
or executive officer of the Company, and she has no direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
The foregoing summary of the Employment Letter is subject to, and qualified in
its entirety by, the full text of the Employment Letter, which will be filed as
an exhibit to a subsequent periodic report filed with the SEC.
Roberts Transition Agreements
As part of his transition, on December 1, 2021, the Company entered into a
separation agreement with Mr. Roberts (the "Separation Agreement") pursuant to
which he will receive a cash payment in the amount of $75,000 in exchange for a
release of claims. In addition, Mr. Roberts entered into a consulting agreement
with the Company (the "Consulting Agreement") pursuant to which Mr. Roberts will
provide transition services to the Company following his departure until June 1,
2022, unless earlier terminated (the "Consulting Term"). In exchange for
Mr. Roberts' services, his outstanding equity awards will continue to vest
during the Consulting Term in accordance with the original vesting schedule,
provided that he remains as a service provider to the Company. Accelerated
vesting was not provided. In addition, subject to Mr. Roberts executing and not
revoking a supplemental release of claims with the Company following the end of
the Consulting Term, the post-termination exercise period of all of Mr. Roberts'
stock options, to the extent vested and exercisable at the end of the Consulting
Term, will be extended until the original maximum term of such stock options.
The foregoing summaries of the Separation Agreement and the Consulting Agreement
are subject to, and qualified in their entirety by, the full text of such
agreements, which will be filed as exhibits to a subsequent periodic report
filed with the SEC.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press Release issued by Lyft, Inc. dated December 2, 2021.
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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