Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On July 8, 2019, Lyft, Inc. (the Company) announced that Lisa
Blackwood-Kapral will join the Company as Chief Accounting Officer, effective immediately. Ms. Blackwood-Kapral will assume responsibility as principal accounting officer from Brian Roberts, who will continue his role as the Companys
Chief Financial Officer and principal financial officer.
Prior to joining the Company, Ms. Blackwood-Kapral, 51, was Vice President and Chief
Accounting Officer at Shutterfly, Inc., a retailer and manufacturing platform for personalized products and communications, from August 2015 to July 2019, having previously served as Vice President and Controller from November 2013 to August 2015.
Prior to her employment with Shutterfly, Ms. Blackwood-Kapral previously served as the Vice President and Controller for Stella & Dot, a jewelry and fashion accessory company, from March 2012 to October 2013. She was the Controller for
Boudin Bakeries, Inc. from September 2011 to March 2012, and prior to that held various financial positions with The Gymboree Corporation, a childrens apparel retailer, and Best Buy Co., Inc., a provider of technology products, services and
solutions. Ms. Blackwood-Kapral is a certified public accountant and holds a B.S. in Accounting from the University of Minnesota.
There are no
arrangements or understandings between Ms. Blackwood-Kapral and any other persons pursuant to which she was selected as Chief Accounting Officer. There are also no family relationships between Ms. Blackwood-Kapral and any director or
executive officer of the Company and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with her employment with the Company, the Company and Ms. Blackwood-Kapral entered into an offer letter (the Offer Letter),
dated as of June 19, 2019. Pursuant to the terms of the Offer Letter, Ms. Blackwood-Kaprals base salary will be $315,000, with a one-time signing bonus of $100,000 that is subject to reimbursement in the event
Ms. Blackwood-Kapral voluntarily terminates her employment with the Company within twelve months of the commencement of her employment. Ms. Blackwood-Kapral will also be granted restricted stock units covering shares of the Companys
Class A common stock with a grant date value of approximately $2,250,000 that will vest over four years as described in the Offer Letter and subject to the terms of the Companys 2019 Equity Incentive Plan and the applicable restricted
stock unit agreement. Ms. Blackwood-Kapral will also be eligible to become a participant in the Companys Executive Change in Control and Severance Plan (Change of Control Plan), subject to her execution of a participation
agreement under the Change of Control Plan, all as previously filed by the Company as an Exhibit to its registration statement on Form S-1 filed with the Securities and Exchange Commission on March 1, 2019 (Form S-1).
The Company intends to enter into its standard form of indemnification agreement with Ms. Blackwood-Kapral. A form of the indemnification agreement was
previously filed by the Company as Exhibit 10.1 to its Form S-1.