| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 31, 2022, TuSimple Holdings Inc. (the “Company” or “TuSimple”) announced that the Board of Directors of the Company (the “Board”) terminated the employment of Xiaodi Hou as the Chief Executive Officer, President and Chief Technology Officer of the Company and removed Dr. Hou from his position as Chairman of the Board, in each case, effective as of October 30, 2022.
The Company also announced that, effective as of the same date, the Board appointed Dr. Ersin Yumer, age 38, as interim Chief Executive Officer and President of the Company.
Dr. Yumer most recently served as the Executive Vice President for Operations at TuSimple. He has held leadership roles at TuSimple on the Algorithm and Machine Learning teams, which gives him unique insight into the operational needs associated with commercializing TuSimple’s Driver Out Autonomous Freight Network. Dr. Ersin Yumer is an internationally recognized expert in scalable machine learning, 3D computer vision, and simulation. He is a veteran in the autonomous vehicles industry, having held previous leadership roles at Aurora, Uber, and Argo AI. In the field of machine learning and computer vision, Dr. Yumer has published numerous peer-reviewed technical publications and patents. He has a Ph.D. from Carnegie Mellon University and has worked on cutting-edge 3D computer vision applications at Adobe and Google earlier in his career.
Dr. Yumer does not have any family relationship with any director or executive officer of the Company, or person nominated or chosen by the Company to become a director or executive officer, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The termination of employment of Dr. Hou by the Company without cause entitles Dr. Hou to severance in accordance with Section 2(a) of the Severance and Change in Control Agreement, dated as of March 22, 2021, by and between the Company and Dr. Hou, which was previously filed as Exhibit 10.23 to the Company’s Registration Statement on Form S-1 on March 23, 2021 (the “Severance and Change in Control Agreement”). The severance benefits under the Severance and Change in Control Agreement are subject to Dr. Hou’s resignation from the Board and the execution and nonrevocation of a release of claims in favor of the Company.
| Item 7.01. | Regulation FD Disclosure. |
The Company issued a press release in connection with the foregoing transitions. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K and incorporated herein by reference.
As of the time of this filing, the Company believes that, based on information obtained in connection with an ongoing investigation by the Company’s Audit Committee, during 2021 Company employees spent paid hours working on matters for Hydron Inc. (f/k/a Turing Auto), a company which the Company believes has significant operations in China, and that such paid hours had an estimated value of less than $300,000. Mr. Mo Chen, one of our co-founders and former Executive Chairman, is a founder, director and chief executive officer of Hydron, and he has an equity interest in the Company of greater than 10%. This related party transaction was not presented to, or approved by, the Audit Committee as required by the Company’s Code of Conduct.
