Business Context and Reporting Period
Wheels Up Experience Inc. filed this Form 8-K on May 12, 2022, under Item 5.02 to report the departure of its Chief Financial Officer and Principal Accounting Officer and the appointment of an interim successor.
Key Financial Metrics
This filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating financial metrics.
Material Changes
- Eric Jacobs will depart as CFO and Principal Accounting Officer effective May 18, 2022.
- Jacobs will serve as a Company advisor for 12 months under a separation arrangement dated May 11, 2022.
- Eric Cabezas, currently Senior Vice President of Finance, will become interim CFO and Principal Accounting Officer effective May 18, 2022.
- The Company engaged Russell Reynolds Associates to search for a permanent CFO.
Compensation, Outlook, Risks, and Unusual Items
- Jacobs will receive a lump-sum cash payment of $495,000, less applicable deductions.
- Jacobs is eligible for a 2022 annual bonus with a target of 100% of annual base salary, payable under the Company’s regular bonus policy.
- Jacobs will receive 55 hours of flight time on Company aircraft, plus additional flight hours related to his advisory service.
- The Company will accelerate vesting of 316,519 shares underlying unvested restricted interests and 136,245 shares underlying unvested restricted stock units.
- Cabezas will receive an annual base salary of $325,000. The Company will recommend that he receive a one-time award of 50,000 restricted stock units under the 2021 Long-Term-Incentive Plan.
- The filing does not provide a quantified estimate of the total cost or accounting impact of the separation arrangements.
Important Facts to Verify
- Confirm the effective date of Jacobs’ departure and Cabezas’ interim appointment: May 18, 2022.
- Review Exhibit 10.1, the Separation and Release Agreement, for the complete terms and conditions.
- Monitor the Company’s announcement of a permanent CFO and any resulting changes to finance leadership.
- Assess the eventual accounting and dilution impact of the cash, equity-vesting, bonus, flight-time, and proposed interim-CFO equity arrangements.