01—Abstract
Summary
Summary of the 8-K filed September 14, 2022. Cited figures are marked; the original filing is the authoritative source.
Expedia Group, Inc. (EXPE) filed an 8-K on September 14, 2022, detailing significant executive changes and related listing compliance matters.
The report announces the resignation of Julie Whalen from the audit committee due to her appointment as Chief Financial Officer (CFO), effective September 26, 2022. Concurrently, the company received notice from Nasdaq indicating non-compliance with majority independent board and audit committee composition requirements, stemming from recent director departures and Ms. Whalen's shift from an independent director role to a non-independent executive officer. Expedia has been granted a cure period until its next annual meeting or September 13, 2023, to rectify these issues by appointing additional independent directors.
Additionally, the filing confirms the departure of Eric Hart as CFO and Chief Strategy Officer, effective September 26, 2022, with an employment transition and services agreement in place until October 1, 2022. Mr. Hart's departure is not due to any disagreements. He will receive customary severance, accelerated vesting of some equity, and will continue to serve on the supervisory boards of Trivago N.V. and Global Business Travel Group, Inc. The appointment of Julie Whalen as the new CFO brings significant experience from her previous role at Williams-Sonoma, Inc., and includes a substantial compensation package with a base salary of $950,000a and significant equity awards.
02—Key points
Key Highlights
- Julie Whalen appointed as Expedia's new Chief Financial Officer (CFO), effective September 26, 2022.
- Eric Hart resigns as CFO and Chief Strategy Officer, with a transition period until October 1, 2022; separation is amicable.
- Expedia notified by Nasdaq of non-compliance with Majority Independent Board and Audit Committee Composition rules.
- Company granted a cure period until September 13, 2023, to regain compliance with Nasdaq listing rules.
- Julie Whalen resigned from the audit committee upon her appointment as CFO, contributing to the Nasdaq compliance issue.
- Julie Whalen's new CFO role comes with a base salary of $950,000 and an initial equity award valued at $17.5 million.
- Eric Hart will continue to serve on the supervisory boards of Trivago N.V. and Global Business Travel Group, Inc. post-employment.
03—Questions
Frequently Asked Questions
Why did Expedia receive a notice from Nasdaq regarding non-compliance?
Expedia was notified by Nasdaq that it was no longer in compliance with the rules requiring a majority of the Board of Directors to be independent and that the audit committee must be composed of at least three independent directors. This was a result of recent changes, including the resignation of a director and Julie Whalen's move from the audit committee (as an independent director) to the role of Chief Financial Officer (as a non-independent executive officer).
What is Expedia's plan to regain compliance with Nasdaq listing rules?
Expedia intends to appoint an additional independent director and fill the vacancy on the audit committee as quickly as possible. They have been granted a cure period until the earlier of their next annual meeting of stockholders or September 13, 2023, to satisfy these Nasdaq requirements.
What are the key terms of Julie Whalen's appointment as CFO?
Effective September 26, 2022, Julie Whalen will serve as Executive Vice President and Chief Financial Officer with an annual base salary of $950,000. She will also receive an initial equity award valued at $17.5 million, vesting over four years, and is eligible for annual equity awards targeted at $6 million. Her employment agreement also outlines severance benefits in case of termination without cause or by her for good reason.
What happens to Eric Hart's compensation and responsibilities after his departure as CFO?
Upon his separation date of October 1, 2022, Eric Hart will receive severance payments and benefits consistent with a non-cause termination, including accelerated vesting of an additional 2,597 restricted stock units. He will also continue to serve as a director for Trivago N.V. and Global Business Travel Group, Inc., with specific director fees and equity awards expected for his roles at Trivago.
04—Continue