Item 5.02. Departure of Directors or Certain Officers, Election of Directors,
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Departure of Chief Financial Officer
On June 21, 2022, TuSimple Holdings Inc. (the "Company") announced Patrick
Dillon's resignation on June 15, 2022 from his role as Chief Financial Officer
of the Company, effective July 7, 2022 (the "Termination Date"). Mr. Dillon is
leaving to pursue other opportunities.
In connection with Mr. Dillon's resignation as Chief Financial Officer, the
Company has entered into a letter agreement with Mr. Dillon (the "Separation
Agreement"). The Separation Agreement provides that Mr. Dillon will make himself
reasonably available to the Company to provide up to ten hours of advisory
services per month to the Company from the Termination Date until the earlier of
(i) October 17, 2022 and (ii) such date as Mr. Dillon engages in certain
activities specified in the Separation Agreement as competitive to the Company
(the "Transition Period"). The Company also agreed to reimburse Mr. Dillon for
up to $10,000 of legal fees he incurred in connection with the Separation
Agreement.
As consideration for such ongoing services during the Transition Period, the
Company has agreed to extend the exercise and vesting periods of restricted
stock units ("RSUs") and options to purchase the Company's common stock
("Options") held by Mr. Dillon. At the end of the Transition Period, any
unvested shares subject to Mr. Dillon's Options and RSUs will immediately expire
for no consideration. Pursuant to the Separation Agreement, notwithstanding
anything to the contrary in the applicable award agreements, each aforementioned
Option shall remain outstanding and exercisable until the earlier of (i) the
two-year anniversary of the last date of the Transition Period and (ii) the date
on which any of the Company's outstanding Options are terminated in connection
with the occurrence of certain corporate transactions, as described in the
applicable Company stock plan.
In addition, pursuant to the Separation Agreement, the Company agreed to waive
its rights to require the repayment of a retention bonus previously granted to
Mr. Dillon in the amount of $500,000 under a retention bonus letter dated
April 11, 2022 between the Company and Mr. Dillon. The Separation Agreement also
includes a customary release of claims from Mr. Dillon to be effective as of the
Termination Date.
The above description is a summary of the Separation Agreement and does not
purport to be complete and is subject to, and is qualified in its entirety by
reference to the full text of the Separation Agreement, which is filed as
Exhibit 10.1 with this Current Report on Form 8-K and is incorporated herein by
reference.
Interim Chief Financial Officer
Effective as of July 7, 2022, the Company appointed Eric Tapia, the Company's
Vice President, Global Controller, as the Company's interim Chief Financial
Officer and principal financial officer for the purposes of the Securities
Exchange Act of 1934, as amended.
Mr. Tapia, 45, has served as the Company's Vice President, Global Controller
since May 2021. Mr. Tapia brings more than 20 years of experience working in
finance, controllership, audit, and interacting with public companies' Boards
and Audit Committees. Before joining the Company, Mr. Tapia was the VP
Controller and Section 16 officer of W.W. Grainger, Inc., a $12 billion Fortune
200 company and supplier and distributor of maintenance, repair, and operating
products. In this role, Mr. Tapia led large multi-country teams and was
responsible for Grainger's global controllership and tax operations, financial
reporting (internal/managerial, SEC reporting, external audits), financial
operations, and internal controls. Previously, Mr. Tapia served as GWW's Vice
President, Internal Audit, and before joining Grainger in 2010, Mr. Tapia was an
audit partner with Big-4 firm KPMG. Mr. Tapia is a Certified Public Accountant
and holds an accounting degree from the University of Puerto Rico and an M.B.A.
from Duke University's Fuqua School of Business. There are no family
relationships between Mr. Tapia and any director or executive officer of the
Company or any person nominated or chosen by the Company to become a director or
executive officer. Neither the Company nor any of its subsidiaries has entered
into any transactions with Mr. Tapia described in Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Separation Agreement dated as of June 15, 2022 by and between
TuSimple Holdings Inc. and Patrick Dillon.*
104 Cover Page Interactive Data File (formatted as Inline XBRL).
* Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of
Regulation S-K.
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