Blog: WHEELS UP EXPERIENCE INC. : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain

On June 23, 2022, Wheels Up Experience Inc. (the “Company”) announced that
Wheels Up Partners LLC, a wholly-owned subsidiary of the Company (“WUP”), and
Todd Smith, entered into an offer letter on June 18, 2022 for Mr. Smith to serve
as WUP’s Chief Financial Officer, to be effective June 30, 2022. Mr. Smith will
also serve as the Company’s principal financial officer and principal accounting
officer, effective as of his start date. Eric Cabezas, WUP’s Senior Vice
President of Finance, will continue to serve as the Company’s interim Chief
Financial Officer and principal accounting officer until Mr. Smith’s start date
and will continue to serve as WUP’s Senior Vice President of Finance thereafter.

Mr. Smith, 46, joins the Company from General Electric Company, a high-tech
industrial company that operates worldwide through its four segments, aviation,
healthcare, renewable energy and power, where he has worked since 1997. Mr.
Smith most recently served as the Global Head of Financial Planning and Analysis
and CFO for GE Corporate from May 2018 to March 2022. Prior to that time, he
served as Chief Financial Officer of GE Gas Power System from August 2016 to
April 2018. In addition, from August 2013 to July 2016, Mr. Smith served as
Chief Financial Officer of GE Capital International, from March 2012 to August
2013, he served as Chief Financial Officer, GE Healthcare Life Sciences, and
prior to such time served in various capacities at GE. Mr. Smith holds a
Bachelor of Science, Business Administration from the University of Florida,
Warrington College of Business.

In connection with Mr. Smith’s appointment as Chief Financial Officer, Mr. Smith
will receive an annual base salary of $575,000, which will be prorated for
fiscal year 2022. Mr. Smith will also be eligible for an annual incentive bonus
with a target amount equal to 115% of his base salary, however, for 2022 Mr.
Smith’s annual incentive bonus will have a target amount equal to 100% of this
full year base salary. Mr. Smith’s annual incentive bonus will be based upon the
Company’s performance against certain targets identified by the Compensation
Committee of the Company’s Board of Directors and Mr. Smith’s individual
performance toward key performance indicators and other factors developed in
collaboration with the Company’s Chief Executive Officer. Mr. Smith will also be
eligible for a one-time new hire inducement grant of restricted stock units with
an aggregate grant date target value of $4,000,000, subject to the terms and
conditions of the plan under which the grant is made and as determined by the
Compensation Committee. The grant would be based on the closing share price of
the Company’s Class A common stock on the day that the Compensation Committee
approves the grant, or if the Compensation Committee approval occurs prior to
Mr. Smith’s start date, the number of shares awarded under the restricted stock
unit grant will be determined by the closing share price of the Class A common
stock on Mr. Smith’s start date. The restricted stock units will vest in three
equal annual installments on each of December 30, 2022, 2023 and 2024,
respectively (subject to Mr. Smith’s continued employment). The Company will
also recommend to the Compensation Committee that in 2023 Mr. Smith be granted
an annual equity award with a target value of $3,000,000, based on the
achievement of certain individual performance and other factors. In addition,
subject to membership in the Wheels Up Core membership program and the
requirement to pay the current member rate for the program in 2022, Mr. Smith
will receive an advance of 15 bonus hours of flight time on a King Air 350i and
20 bonus hours of flight time on an Excel under the Company’s flight hour
program for 2022 and thereafter, Mr. Smith will be eligible to receive bonus
hours in accordance with the executive flight hours plan established by the
Company from time to time. Mr. Smith will also be eligible to participate in the
employee benefit plans available to other executives of the Company, including
participation under any of the Company’s severance policies available to
executives from time to time.

There are no family relationships between Mr. Smith and any director, executive
officer or person nominated or chosen by the Company to become a director or
executive officer of the Company. There are no transactions in which Mr. Smith
has an interest requiring disclosure under Item 404(a) of Regulation S-K.

The preceding description of the offer letter is a summary of its material
terms, does not purport to be complete, and is qualified in its entirety by
reference to the offer letter, a copy of which is being filed as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure

On June 23, 2022, the Company issued a press release regarding Mr. Smith’s
appointment to the office of Chief Financial Officer. A copy of the press
release is furnished as Exhibit 99.1 hereto and incorporated by reference
herein. The information in Item 7.01 of this Current Report on Form 8-K and
Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
made by the Company under the Securities Act of 1933, as amended, or the
Exchange Act, except as may be expressly set forth by specific reference in such

Item 9.01. Financial Statements and Exhibits.

 (d) Exhibits.

 Number                               Description
  10.1       Offer Letter, dated June 18, 2022, by and between Todd Smith and
           Wheels Up Partners LLC (and attachments).
  99.1       Press Release, dated June 23, 2022.
           Cover Page Interactive Data File (embedded within the Inline XBRL
  104      document).

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