Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 15, 2022, the Board of Directors (the "Board") of Coupang, Inc. (the
"Company") appointed Pedro Franceschi as a director of the Company, effective
immediately. The Board also appointed him to serve on the Compensation Committee
of the Board effective upon his appointment to the Board.
In connection with his appointment, Mr. Franceschi was granted a restricted
stock unit ("RSU") award covering 5,167 shares of the Company's Class A common
stock under the Company's 2021 Equity Incentive Plan, entitled to vest in full
on the earlier of the date of the next annual meeting of stockholders following
the date of grant or the one-year anniversary of the date of grant. Mr.
Franceschi is also eligible to participate in the Company's director
compensation policy for non-employee directors, as follows: (1) an RSU award
covering a number of shares of the Company's Class A common stock having a value
of $300,000, on the date of each annual meeting of stockholders following which
he will continue as a non-employee director, and (2) an RSU award covering a
number of shares of the Company's Class A common stock having a value of
$10,000, for service as a member of the Compensation Committee of the Board. Mr.
Franceschi also entered into an indemnification agreement with the Company in
the same form as its other directors have entered, which is filed as Exhibit
10.3 to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2021, filed with the SEC on March 3, 2022.
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