Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) Director Departure;
On January 12, 2022, James Andrew Bagnell provided notice of his decision to
resign from the Board of Directors (the "Board") of Aurora Innovation, Inc. (the
"Company"). Mr. Bagnell's resignation did not result from any disagreement with
the Company concerning any matter relating to its operations, policies, or
practices, and Mr. Bagnell will continue to serve as the Company's Chief
Scientist.
(d) Appointment of New Director
On January 13, 2022, Claire Hughes Johnson was appointed to the Board of the
Company. Ms. Johnson will serve as a director with a term of office expiring at
the Company's 2024 Annual Meeting of Stockholders.
Ms. Hughes Johnson currently serves as a corporate officer and advisor for the
global financial technology company Stripe, where she has spent the last 7 years
on the executive team. Ms. Hughes Johnson served as Chief Operating Officer at
Stripe from 2014 to 2021, where she helped Stripe grow from under 200 employees
to more than 4,000 and from 10s of millions in revenue to billions. At various
times, she led business operations, sales, marketing, customer support, risk and
all of the people functions, including workplace and real estate. Ms. Hughes
Johnson also currently serves on the Board of the renewable energy company
Ameresco, and the multi-platform magazine The Atlantic. Prior to joining Stripe,
Ms. Hughes Johnson spent ten years at Google, leading various business teams
including the launch and operations of Gmail and Google Apps. She was also the
Vice President responsible for Adwords mid-market revenue globally, Google
Offers sales, product and engineering and the business, operations and product
teams of their self-driving car project. Ms. Hughes Johnson earned a bachelor's
degree with honors from Brown University and an MBA from the Yale School of
Management. She has previously served on the board of Hallmark Cards, Inc. and
is also a trustee and Executive Committee member of Milton Academy.
In accordance with the Company's Outside Director Compensation Policy (the
"Director Compensation Policy"), Ms. Johnson is eligible to participate in the
Company's standard compensation arrangements for non-employee directors which
consists of cash and equity compensation for service on the Board. Pursuant to
the Director Compensation Policy, Ms. Johnson is entitled to $60,000 in annual
cash compensation for service on Board with additional cash compensation payable
for committee service. In addition, Ms. Johnson is expected to be granted equity
awards consistent with the terms of the Director Compensation Policy.
There are no arrangements or understandings between Ms. Johnson and any other
persons pursuant to which Ms. Johnson was appointed a director of the Company,
and there are no family relationships between Ms. Johnson and any director or
executive officer of the Company.
The Company will enter into its standard form of indemnification agreement with
Ms. Johnson, a copy of which is filed as Exhibit 10.11 to the Company's Form 8-K
filed on November 4, 2021. Other than the indemnification agreement, Ms. Johnson
has no direct or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the
Securities Exchange Act of 1934, as amended, nor are any such transactions
currently proposed.
A copy of the news release issued by the Company on January 18, 2022 announcing
Ms. Johnson's appointment to the Board is attached hereto as Exhibit 99.1.
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Item 7.01 Regulation FD Disclosures
On January 19, 2022, the Company issued a press release announcing milestones on
the path to commercial launch for the Aurora Driver, a copy of which is attached
hereto as Exhibit 99.2 and is incorporated herein by reference.
The information in this Item 7.01 (including the exhibit) shall not be deemed to
be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject
to the liabilities of that section and is not incorporated by reference into any
filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 News release of the Company dated January 18, 2022, announcing the
appointment of a new director.
99.2 News release of the Company dated January 19, 2022, announcing
milestones towards commercial launch.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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