| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 25, 2021, ContextLogic Inc. (the “Company” or “Wish”) announced the appointment of Ying (Vivian) Liu to the position of Chief Financial Officer and as Principal Financial Officer, with such appointment to be effective November 10, 2021 (the “Effective Date”).
Prior to taking on this role, Ms. Liu, age 46, served as Chief Financial Officer and Senior Vice President of Shutterfly, Inc. from April 2020 until October 2021. Prior to her role at Shutterfly, Ms. Liu served as Chief Financial Officer and Senior Vice President of Lexmark from July 2017 until April 2020 and Vice President of Finance, Enterprise BG at Huawei Technologies from October 2016 until June 2017. Earlier in her career, Ms. Liu also served in various positions at Cisco Systems, Inc., Deloitte and Goldman Sachs. Ms. Liu holds an MBA from the University of Washington and a B.A. in International Finance from Shanghai University of Finance and Economics.
In connection with Ms. Liu’s appointment and pursuant to the terms of an offer letter entered into with Ms. Liu (the “Offer Letter”), the Compensation Committee of the Company’s Board of Directors set Ms. Liu’s base salary at $550,000 per year. She will also receive a $425,000 signing bonus within ninety days of the Effective Date, which is subject to a claw-back if she resigns or is terminated without cause within one year of the Effective Date.
Pursuant to the terms of the Offer Letter, the Compensation Committee also awarded Ms. Liu restricted stock units representing a total of 3,280,280 shares of Wish’s Class A common stock (“RSUs”) under Wish’s 2020 Equity Incentive Plan, split into two awards: an inducement grant of 2,950,311 RSUs (the “Inducement Award”) and a make-whole grant of 329,969 RSUs (the “Make-Whole Award”). 1/16th of the RSUs subject to the Inducement Award will vest on February 15, 2022, and an additional 1/16th of the RSUs subject to the Inducement Award will vest on each Company Vesting Date thereafter, subject to Ms. Liu’s continuous service through each such vesting date. A “Company Vesting Date” means February 15, May 15, August 15, or November 15. 1/4th of the RSUs subject to the Make-Whole Award will vest on February 15, 2022, and an additional 1/4th of the RSUs subject to the Make-Whole Award will vest on each Company Vesting Date thereafter, subject to Ms. Liu’s continuous service through each such vesting date.
Further, as part of the Offer Letter, the Company entered into a severance and change in control agreement with Ms. Liu, which became effective upon her appointment (the “Severance Agreement”). The Severance Agreement provides that Ms. Liu will be eligible to receive a lump sum cash payment equal to six months of her base salary, an additional lump sum cash payment equal to six months of her benefits premiums, and 12 months accelerated vesting of her time-based equity awards if she is terminated by the Company without cause or she resigns for good reason, and such termination is not in connection with the Company’s change in control. In the event her termination without cause or resignation for good reason is within three months prior to or 12 months after a change in control, she will be eligible to receive a lump sum cash payment equal to 12 months of her base salary, an additional lump sum cash payment equal to 12 months of her benefit premiums, and full acceleration of her time-based equity awards. In addition, the Company has entered into an indemnification agreement with Ms. Liu in connection with her appointment to the Board in substantially the form entered into with other officers of the Company.
There are no family relationships between Ms. Liu and any of the Company’s directors or executive officers, and Ms. Liu does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
