Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 5, 2023, the Board of Directors (the "Board") of Coupang, Inc. (the
"Company") increased the size of the Board from seven to eight members and
appointed Ambereen Toubassy as a director of the Company to fill the resulting
vacancy, effective March 8, 2023. The Board also appointed her to serve on the
Audit Committee of the Board effective upon her appointment to the Board.
In connection with her appointment, Ms. Toubassy was granted a restricted stock
unit ("RSU") award covering 6,020 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. Ms. Toubassy 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 she 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 $12,500 for service as a member
of the Audit Committee of the Board. Ms. Toubassy also will enter 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, 2022, filed with the
SEC on March 1, 2023.
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