Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of
OnSeptember 22, 2022 , the Board of Directors (the Board) ofNerdWallet, Inc. (the Company) approved the appointment ofMaurice Taylor to serve as a member of the Board effective as ofOctober 1, 2022 . The Board determined thatMr. Taylor is an "independent director" as such term is defined by the applicable Nasdaq listing rules. The Board also approved the appointment ofMr. Taylor to the Audit Committee of the Board after the Board's determination thatMr. Taylor qualifies as "independent" in accordance with the additional independence rules established by theSEC and the Nasdaq for service on such committee. As ofOctober 1, 2022 , the Audit Committee will be comprised of Ms.Jennifer Ceran , who will continue in her role as Chairperson of the Committee, and Messrs.Kenneth McBride andMaurice Taylor . As a non-employee director,Mr. Taylor will receive annual cash compensation of$50,000 for his service on the Board and$10,000 for his service on the Audit Committee, which compensation for 2022 will be prorated for the part of such year that he served on the Board. He will also receive a grant of restricted stock units (RSUs) having a grant-date fair value of$300,000 , vesting in three annual installments on the first three anniversaries of the date of grant, subject to his continued service through each vesting date. The RSUs are subject to the terms ofNerdWallet's 2021 Equity Incentive Plan, RSU AwardGrant Notice , and Award Agreement.Mr. Taylor's compensation is made in accordance with the Company's non-employee director compensation policy. In addition,Mr. Taylor will enter into an indemnification agreement with the Company consistent with the form of indemnification agreement entered into between the Company and its existing non-employee directors. There are no arrangements or understandings betweenMr. Taylor and any other person pursuant to whichMr. Taylor was appointed to the Board.Mr. Taylor has not entered into any transactions with the Company that are required to be disclosed pursuant to Item 404(a) of Regulation S-K. Furthermore, there are no family relationships betweenMr. Taylor and any of the Company's officers or directors that are required to be disclosed pursuant to Item 401(d) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
OnSeptember 28, 2022 , the Company issued a press release announcing the changes to the composition of its Board. A copy of this press release is furnished as Exhibit 99.1 hereto and is incorporated by reference. The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Press release issued by NerdWallet, Inc. dated September 28 , 2022 104 Cover Page Interactive Data File (embedded within the
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