Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 13, 2021, the Board of Directors (the "Board") of Airbnb, Inc. (the
"Company") appointed Amrita Ahuja to serve as a Class II director on the Board
and as a member of the Audit, Risk and Compliance Committee of the Board (the
"Audit Committee"), in each case, effective as of December 14, 2021, for an
initial term expiring at the Company's 2022 annual meeting of stockholders and
until her successor has been elected and qualified or until her earlier death,
resignation, disqualification, retirement or removal.
As a non-employee director, Ms. Ahuja will be compensated for her services in
accordance with the Company's Amended and Restated Non-Employee Director
Compensation Policy (the "Non-Employee Director Compensation Policy"). Pursuant
to the Non-Employee Director Compensation Policy, Ms. Ahuja will receive annual
cash compensation of $50,000 for her service as a member of the Board and annual
cash compensation of $15,000 for her service as a member of the Audit Committee
(each prorated based on the percentage of days in the quarter or year, as
applicable, during which she serves in the position). Additionally, pursuant to
the Non-Employee Director Compensation Policy, Ms. Ahuja will receive (i) an
initial award of restricted stock units ("RSUs") covering a number of shares of
the Company's Class A common stock valued at $300,000 based on the Company's
then-current per share fair market value, multiplied by a fraction, the
numerator of which is the number of days from and including her appointment
until May 25, 2022, and the denominator of which is 365, which will vest in full
on May 25, 2022, subject to her continued service on the Board through the
vesting date, and (ii) an annual award of RSUs granted on each May 25th valued
at $300,000 based on the Company's then-current per share fair market value,
which will vest in full on the first anniversary of the grant date, subject to
her continued service on the Board through the vesting date. In addition,
Ms. Ahuja may elect to receive her annual cash compensation in the form of RSUs.
In the event of a change in control (as defined in the Company's 2020 Incentive
Award Plan), all equity awards held by Ms. Ahuja will accelerate in full.
Ms. Ahuja has entered into the Company's standard form indemnification agreement
in the form filed as Exhibit 10.25 to the Company's Registration Statement on
Form S-1 (File No. 333-250118) filed with the Securities and Exchange Commission
on November 16, 2020.
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