Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer
Effective March 21, 2023, Inspirato Incorporated (the “Company”)
appointed Robert Kaiden as the Company’s Chief Financial Officer. Mr. Kaiden will succeed R. Webster Neighbor, whose transition
to the Company’s Chief Strategy Officer, upon the appointment of a new chief financial
officer,was previously announced on March 15, 2023.
Mr. Kaiden was Chief Accounting Officer at Twitter from June 2015
until November 2022. Mr. Kaiden has served as a member of the board of directors of Away since January 2022. From 1989
to May 2015, Mr. Kaiden served in several roles at Deloitte & Touche LLP, a national auditing firm, including as Audit
Partner from 2000 to May 2015. Mr. Kaiden is a certified public accountant and holds a B.A. in Political Science from Hamilton
College, an M.S. in Professional Accounting from the University of Hartford and an M.B.A. from The Wharton School of Business at the University
of Pennsylvania.
Pursuant to a letter agreement between Mr. Kaiden and the
Company, dated March 17, 2023 (the “Offer Letter”), Mr. Kaiden will receive an annual base salary, eligibility
to receive an annual target bonus, eligibility to participate in employee benefit or group insurance plans maintained from time to
time by the Company, and certain travel benefits with the Company. Mr. Kaiden’s initial base annual salary is $500,000
and his initial annual target bonus is 50% of his base annual salary (provided Mr. Kaiden’s bonus for 2023 will be
eligible for a payout equal to 75% of his target bonus and will be payable in the form of restricted stock units
(“RSU”)). Additionally, the Offer Letter provides for (i) an initial grant of an annual equity award in 2023 consisting
of RSUs covering 1,500,000 shares; 25% of the RSUs subject to the award vest on the one-year anniversary of the date of grant and 1/16th of the RSUs subject to the award
vest quarterly thereafter, and (ii) an initial grant of an annual equity award in 2023 consisting of RSUs covering 1,000,000 shares; 50%
of the RSUs subject to the award vest on the one-year anniversary of the date of grant and 1/8th of the RSUs subject to the award vest
quarterly thereafter, in each case subject to Mr. Kaiden's continued service through each vesting date. Mr. Kaiden will be considered for annual equity awards in each subsequent year commensurate
with other similarly situated executives. Mr. Kaiden will also receive a $200,000 signing
bonus, subject to being paid back on a prorated basis if Mr. Kaiden leaves within his first year of employment. Under the terms
of his Offer Letter, if Mr. Kaiden’s employment is terminated by the Company without cause, then Mr. Kaiden will
become eligible to receive the following benefits:
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an amount equal to the sum of 12 months of his annual base salary and 100% of his annual target bonus; and |
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if a change of control (as such term is defined in the Offer Letter), occurs and Mr. Kaiden’s employment is terminated without cause in connection with such change of control, 50% of Mr. Kaiden’s unvested shares subject to equity awards will vest. |
The foregoing description of the Offer Letter is qualified in its entirety
by reference to the full text of the Offer Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated by reference.
Mr. Kaiden also executed the Company’s standard form of
indemnification agreement, a copy of which has been filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K
(File No. 001-39791) filed with the Securities and Exchange Commission on February 14, 2022.
There are no family relationships between Mr. Kaiden and any director
or executive officer of the Company that require disclosure under Item 401(d) of Regulation S-K. Other than with respect to his employment
with the Company, there are no transactions between Mr. Kaiden or any member of his immediate family, on the one hand, and the Company
or any of its subsidiaries, on the other hand, that require disclosure under Item 404(a) of Regulation S-K. Furthermore, there are
no arrangements or understandings between Mr. Kaiden and any other persons pursuant to which Mr. Kaiden was selected as Chief
Financial Officer.
A copy of the press release announcing Mr. Kaiden’s appointment
is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.