Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 6, 2021, Melissa Thomas, Chief Financial Officer of Groupon, Inc.
(the "Company"), notified the Company of her decision to resign, effective
November 4, 2021, in order to pursue a new opportunity at another company. Ms.
Thomas' resignation is unrelated to any disagreement with the Company.
On October 12, 2021, the Company appointed Damien Schmitz, as Interim Chief
Financial Officer, effective November 5, 2021.
Mr. Schmitz, age 43, has led the Company's global commercial finance function as
Senior Vice President, Finance since October 2021, and Vice President, Finance
since January 2019. He previously served as Vice President, Finance and Chief
Financial Officer, International from January 2018 to January 2019 and in
various finance leadership roles at the Company since October 2012, including
Senior Director, Global FP&A since September 2016. Prior to joining the Company,
Mr. Schmitz held consulting roles with PwC and 3M.
In connection with Mr. Schmitz's appointment as Interim Chief Financial Officer,
he will receive a monthly stipend of $18,750 (in addition to his current base
salary), to be paid each month in which he serves (for the full or partial
month) as Interim Chief Financial Officer. In addition, Mr. Schmitz will receive
a restricted stock unit award ("RSUs") under the Groupon, Inc. 2011 Incentive
Plan, as amended, with a value equal to $300,000. The RSUs will vest 100% on
August 15, 2022. Mr. Schmitz will also receive a one-time cash bonus of
$162,500, which will be payable on August 15, 2022. The vesting of RSUs and
payment of the one-time cash bonus are subject to Mr. Schmitz's continued
employment with the Company on August 15, 2022.
For so long as Mr. Schmitz serves as the Company's Interim Chief Financial
Officer, he will receive severance benefits upon a termination of employment
without cause or for good reason equal to (i) 12 months of his salary, monthly
stipend (if still in effect upon Mr. Schmitz's termination date) and 12 months
of his COBRA premiums and (ii) the accelerated vesting of outstanding time-based
equity awards that are scheduled to vest over the 12 month period following the
termination date. Also for as long as Mr. Schmitz serves as the Company's
Interim Chief Financial Officer, in the event that Mr. Schmitz's employment is
terminated without cause or for good reason in connection with a change in
control of the Company, he will receive severance benefits equal to (i) 12
months of his salary, monthly stipend (if still in effect upon Mr. Schmitz's
termination date) and 12 months of his COBRA premiums, (ii) a pro-rated portion
of his target cash bonus and (iii) the accelerated vesting of all of his
outstanding equity awards.
The above description of the offer letter between the Company and Mr. Schmitz is
qualified in its entirety by the full text of the agreement, which is attached
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
There are no family relationships between Mr. Schmitz and any of the directors
or executive officers of the Company, and there are no transactions in which Mr.
Schmitz has an interest requiring disclosure under Item 404(a) of Regulation
S-K. There is no arrangement or understanding between Mr. Schmitz and any other
person pursuant to which he was appointed as an officer of the Company.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
10.1 Offer letter, dated October 12, 2021
Cover Page Interactive Data File
(embedded within the Inline XBRL
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