| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 4, 2022, the Board of Directors (the “Board”) of Shift4 Payments, Inc. (the “Company”), upon the recommendation of its Nominating and Corporate Governance Committee, appointed Sam Bakhshandehpour to serve as a member of the Board, effective immediately. Mr. Bakhshandehpour will serve as a Class III director with a term expiring at the Company’s annual meeting of stockholders to be held in 2023 and until his successor is duly elected and qualified or his earlier death, disqualification, resignation or removal. In connection with the appointment of Mr. Bakhshandehpour to the Board, he was appointed to serve as a member on the Compensation Committee of the Board (the “Compensation Committee”) and Audit Committee of the Board (the “Audit Committee”), in each case, effective immediately.
Mr. Bakhshandehpour is eligible to participate in the Company’s Non-Employee Director Compensation Policy, which provides for: (i) an annual cash retainer of $50,000 for serving on the Board, earned on a quarterly basis; (ii) an annual cash retainer of $10,000 for serving on the Audit Committee, earned on a quarterly basis; (iii) an annual cash retainer of $7,500 for serving on the Compensation Committee, earned on a quarterly basis; (iv) an initial equity-based award of restricted stock units (the “Initial Award”) in an amount equal to a prorated portion of $108,300, based on the time that has elapsed since the Company’s annual meeting of stockholders held on June 10, 2022, that vests on the first anniversary of such annual meeting, subject to Mr. Bakhshandehpour’s continued service on the Board through each such vesting date; and (v) following each annual meeting of the Company’s stockholders, an annual equity-based award of restricted stock units in an amount of $108,300 that vests on the first anniversary of the date of grant, subject to Mr. Bakhshandehpour’s continued service on the Board through such vesting date. On October 4, 2022, Mr. Bakhshandehpour was granted an Initial Award in an amount equal to $73,677. Mr. Bakhshandehpour has also entered into the Company’s standard indemnification agreement for directors and officers.
There is no arrangement or understanding between Mr. Bakhshandehpour and any other person pursuant to which he was selected as a director of the Company, and there is no family relationship between either of Mr. Bakhshandehpour and any of the Company’s other directors or executive officers. Mr. Bakhshandehpour has no material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K.
