Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Departure of Manon Brouillette from the Board of Directors
On September 12, 2022, Manon Brouillette resigned as a Class II director of the
Board of Directors (the “Board”) of Sonder Holdings Inc. (the “Company”). Ms.
Brouillette’s decision to resign from the Board was not the result of any
disagreement relating to the Company’s operations, policies or practices.
Appointment of Michelle Frymire to the Board of Directors
On September 12, 2022, the Board appointed Michelle Frymire to serve as a Class
II director of the Board to fill the vacancy created by Ms. Brouillette’s
resignation. Ms. Frymire will serve on the Board until the Company’s 2023 annual
meeting of stockholders, and until her successor has been duly elected and
qualified, or until her earlier death, resignation or removal. Ms. Frymire has
also been appointed as a member of the Audit Committee of the Board and the
Nominating, Corporate Governance, and Social Responsibility Committee of the
Board. The Board has affirmatively determined that Ms. Frymire qualifies as an
“independent director” under the applicable Nasdaq Stock Market rules.
Ms. Frymire most recently served as Chief Executive Officer of CWT (formerly
Carlson Wagonlit Travel), a travel management platform, from May 2021 to May
2022. Previous to serving as the CEO, Ms. Frymire served as CWT’s President and
Chief Financial Officer from September 2020 to May 2021, Executive Vice
President, Chief Finance and Strategy Officer from May 2020 to September 2020,
and Executive Vice President and Chief Financial Officer from January 2019 to
April 2020. Prior to joining CWT, Ms. Frymire was Chief Financial Officer for
U.S. Risk Insurance Group, LLC, a privately owned specialty lines underwriting
manager and wholesale broker, from 2017 to 2019. From 2015 to 2017 she served as
Chief Financial Officer for Service King Collision Repair Centers. From 2009 to
2015 she served in a variety of roles for The Service Master Companies, Inc.,
most recently as Vice President, Corporate FP&A and Strategy. From 2009 to 2013,
Ms. Frymire was Chief Financial Officer for TruGreen and from 2005 to 2009, Ms.
Frymire was Chief Financial Officer, Vacation Ownership for Starwood Hotels &
Resorts Worldwide, Inc. From 1998 to 2005, Ms. Frymire served in a variety of
roles for Delta Air Lines, Inc., including Vice President, Finance, Marketing,
International, Network and Technology. Prior to this, Ms. Frymire was the
Managing Director, Financial Planning, Analysis and Systems for Continental
Airlines from 1994 to 1998. Lastly, from 1991 to 1994, Ms. Frymire was Senior
Financial Analyst, FP&A with American Airlines Group, Inc. Ms. Frymire serves as
director on the board of directors and as a member of the audit and nominating &
governance committees of Spirit Realty Capital, Inc. (NYSE: SRC). Ms. Frymire
received a B.A. in Economics from Austin College and an M.B.A. from the
University of Texas at Austin McCombs School of Business.
Ms. Frymire will be entitled to receive cash and equity compensation for her
service on the Board and committees thereof in the standard amounts previously
approved by the Board and as set forth in the Sonder Holdings Inc. Outside
Director Compensation Policy, as described in the Company’s 2022 Proxy Statement
and Notice of Annual Meeting of Stockholders filed with the Securities and
Exchange Commission (the “SEC”) on April 20, 2022.
Ms. Frymire also entered into the Company’s standard form of indemnification
agreement, the form of which is filed as Exhibit 10.28 to the Company’s Current
Report on Form 8-K (File No. 001-39907), filed with the SEC on January 24, 2022.
There are no arrangements or understandings between Ms. Frymire and any other
persons, pursuant to which she was appointed as a member of the Board. There are
no family relationships between Ms. Frymire and any of the Company’s directors
or executive officers. Ms. Frymire is not a party to any current or proposed
transaction with the Company for which disclosure is required under Item 404(a)
of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On September 12, 2022, the Company issued a press release announcing the
appointment of Ms. Frymire to the Board. A copy of the Company’s press release
announcing the appointment is attached hereto as Exhibit 99.1. The information
in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished
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 such information be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 99.1 Press Release Issued September 12, 2022 Cover Page Interactive Data File (embedded within the Inline XBRL 104 document)
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