UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a) Resignation of Chief Financial Officer
Robert Kaiden will be resigning from his position as Chief Financial Officer at Inspirato Incorporated (the “Company”) effective as of November 8, 2024. Mr. Kaiden’s resignation was not the result of any disagreement with the Company. The Company appreciates Mr. Kaiden's contributions and wishes him success in his future endeavors.
(b) Appointment of Chief Financial Officer
On October 1, 2024, the Compensation Committee of the Board of Directors of the Company approved the appointment of Michael Arthur as Chief Financial Officer, effective as of November 8, 2024.
Mr. Arthur, age 37, joined the Company in February 2023 as Vice President of FP&A and Treasury and has served as Senior Vice President of Finance since December 2023, overseeing Corporate Finance, FP&A and Treasury. Prior to joining the Company, Mr. Arthur served as Vice President of Finance & Strategy at CSC Generation from June 2022 to January 2023. From July 2015 to May 2022, Mr. Arthur held various finance and strategy positions at VF Corporation, including Senior Director of Corporate Strategy and Corporate Development, Director of Enterprise FP&A, and roles within Treasury & Corporate Finance. Prior to VF Corporation, Mr. Arthur started his career with PWC from September 2011 to July 2015.
Mr. Arthur holds a Master of Accounting and a Bachelor of Science in Business Administration from The University of North Carolina at Chapel Hill, Kenan-Flagler Business School. Mr. Arthur is a Certified Public Accountant and is a CFA charter holder.
Mr. Arthur will receive an annual base salary of $350,000, will be eligible to participate in the Company’s bonus plan with a target of up to 50% of his base salary and will receive certain time-based and performance-based restricted stock units as set forth in the executed offer letter between Mr. Arthur and the Company. A copy of the executed offer letter is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
There are no arrangements or understanding between Mr. Arthur and any other persons or entities with respect to his appointment and no family relationships between Mr. Arthur and any of the Company’s directors, executive officers, or persons nominated or chosen by the Company to become an executive officer. Mr. Arthur has not been involved in any related person transactions with the Company that would require disclosure under Item 404(a) of Regulation S-K.
(c) Committee Assignment of Recently Appointed Director
As indicated in Item 8.01 below, director May Samali was appointed to the Corporate Governance and Nominating Committee and director Julie Wainwright was appointed to the Compensation Committee and the Corporate Governance and Nominating Committee.
Item 8.01 Other Events
Committee Assignments
The Company also announces updated committee assignments, effective as of October 1, 2024:
| · | Compensation Committee: The Compensation Committee will now consist of Michael Armstrong, as the Chair, Ann Payne, and Julie Wainwright. |
| · | Corporate Governance and Nominating Committee: The Corporate Governance and Nominating Committee will now consist of Scott Berman, as the Chair, May Samali, and Julie Wainwright. |
| · | Audit Committee: The Audit Committee will now consist of Ann Payne, as the Chair, Scott Berman, and Michael Armstrong. |
These updates reflect the Company’s continued commitment to strong corporate governance and effective executive oversight.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| 10.1 | Offer Letter between Company and Mr. Arthur dated October 1, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Inspirato Incorporated | ||
| Dated: October 4, 2024 | ||
| By: | /s/ Payam Zamani | |
| Name: Payam Zamani | ||
| Title: Chief Executive Officer & Chairman of the Board | ||
Exhibit 10.1
Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the registrant treats as private or confidential. Redacted portions are indicated with the notation “[***]”.
| TO: | Michael Arthur |
| FROM: | Payam Zamani | CEO |
| DATE: | October 1st, 2024 |
| RE: | Promotion |
I am pleased to offer you the position of Chief Financial Officer. This position is a salaried, exempt role. This offer will supersede any all previous promises made in writing or verbally regarding his compensation including the stock price based equity grant that is currently in place.
The key elements of this promotion include:
| · | Salary: An annual gross salary of $350,000.00 paid in semi-monthly payroll installments. |
| · | Company Bonus Plan: This position is eligible for the company’s bonus plan, to the extent offered, at a target bonus percentage of up to 50% of your annual base salary. Terms and conditions of this bonus will be outlined in the Bonus Agreement. |
| · | Equity: This position is eligible to participate in our Equity Incentive Plan. Grants made under this plan will be detailed in the applicable grant agreement which will be available in Shareworks once the grant is finalized. The following grants will be offered: |
| o | Initial Equity Grant: Employee will receive 100k RSUs after effective date on 11/20/2024. RSUs will vest over 4 years (1 year cliff and quarterly thereafter). |
| o | Performance based RSU grant: $500k target. 50% will vest immediately in Feb 2026 and 50% on the second anniversary of the grant. To qualify, certain business targets need to be achieved: |
| § | [***] |
| § | [***] |
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| · | Inspirato Employee Familiarization Travel Program: You are eligible for the FAM trip benefit all employees receive as outlined on the FAM trip website. |
| · | Executive Travel Benefit: You are eligible to participate in the executive travel benefits as outlined in the Executive Travel Policy. |
| · | Other Important Employee Benefits: Health and Welfare benefits, 401(k), Holidays, and Inspirato Time Off will remain the same. |
| · | Payroll Effective Date: November 8th, 2024 |
By accepting this position, you affirm your agreement to all the terms and conditions of employment at Inspirato that you agreed to when you first started with the company including all the elements of the current Employee Handbook and Proprietary Rights and Inventions Agreement.
If you have any questions or concerns, please do not hesitate to contact me.
CONGRATULATIONS on your new role!
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10/1/2024 | ||
| Michael Arthur | Date | ||
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10/3/2024 | ||
| Payam Zamani, CEO | Date |