| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 21, 2021, the Board of Directors (the “Board”) of Frontdoor, Inc. (the “Company”) unanimously elected Christopher Clipper as a Class III director of the Company, and appointed him as a member of the Audit Committee of the Board (the “Audit Committee”), effective immediately. Mr. Clipper is senior vice president and chief financial officer, innovation and go-to-market strategies, at Ralph Lauren Corporation, a global leader in the design, marketing and distribution of premium lifestyle products. Mr. Clipper will stand for election at the Company’s 2022 annual meeting of stockholders.
There were no arrangements or understandings pursuant to which Mr. Clipper was elected as a director. There are no related-party transactions between the Company and Mr. Clipper reportable under Item 404(a) of Regulation S-K. In addition, the Board has affirmatively determined, under Nasdaq listing standards, the Company’s Corporate Governance Guidelines and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as applicable, that Mr. Clipper (i) is “independent,” (ii) satisfies the enhanced independence criteria applicable to members of the Audit Committee, (iii) is an “audit committee financial expert,” and (iv) is “financially literate.”
Mr. Clipper will receive the Company’s standard compensation provided to all of the Company’s non-employee directors for service on the Board, which is currently $80,000 per annum, payable quarterly in cash, and $150,000 per annum, payable in shares of fully vested common stock of the Company, par value per $0.01 share (the “Shares”) issued under the Company’s 2018 Omnibus Incentive Plan, annually at the time of the annual meeting of stockholders unless the director has elected to defer the receipt of the Shares to a point in the future. The initial cash amount payable to Mr. Clipper will be prorated with respect to fiscal year 2021 based on Mr. Clipper’s time of service on the Board during 2021. The initial grant of Shares payable to Mr. Clipper will be prorated from his time of service on the Board to the date of the first anniversary of the Company’s 2021 annual meeting of stockholders.
A press release announcing the election of Mr. Clipper as a director, as described above, is attached as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
