“I am honoured to join GetSwift’s Board of Directors as Non-Executive, Independent Chair. GetSwift has grown to become a sizable organization with offices in the North America, Europe and Australia over the last three years and is an exciting public company with a world class executive team,” Mr. Pierre-Louis said. “The market opportunity for its business units is large and growing with significant runway. I look forward to working with Bane, Joel and the rest of the Board to focus on growing the top line aggressively, while maintaining best-in-class corporate governance practices and creating significant long-term value for all shareholders.”
Bane Hunter, Chief Executive Officer and Executive Director said, “Stan is in a league of his own. He has tremendous commercial and governance experience particularly in the technology and digital arenas. His counsel and commercial experience will be a strong addition to the Board. We are thrilled to add such an accomplished professional to the lead a majority independent Board. We look forward to working together to continue growing GetSwift over the coming years for the benefit of all shareholders.”
Mr. Pierre-Louis currently serves as Chief Executive Officer of the Entertainment Software Association (ESA) based in Washington, D.C. ESA is dedicated to serving the business and public affairs needs of companies that publish computer and video games for the Internet, personal computers, consoles, and handheld devices. He previously served as Senior Vice President and General Counsel of ESA. Prior to joining ESA, Mr. Pierre-Louis served as Senior Vice President and Associate General Counsel for Intellectual Property at Viacom. Mr. Pierre-Louis has served on governing boards and advisory councils for non-profit organisations and educational institutions.
Once Mr. Pierre-Louis’s appointments take effect the Board will continue to have a majority of independent directors.
Annexure: Proposed equity grant
Subject to receiving shareholder approval, GetSwift proposes to issue an aggregate 600,000 options to subscribe for one fully paid ordinary share each in the capital of the Company (Options).
These Options are intended to be offered to Mr. Pierre-Louis or his associates, consistent with US market practice for emerging growth companies and consistent with the previous options awards made to Non-Executive Directors.
In accordance with commentary in the ASX Corporate Governance Council Principles and Recommendations, these securities issued to non-executive directors will not have performance hurdles. Further, they will not vest if the recipient ceases to be a director of the Company.
The Options will be granted no later than 1 month following shareholder approval, with an exercise price for each Option being the 30-day VWAP for shares in the Company immediately prior to the grant date.
Over 3 years, the Options will vest in equal quarterly installments, but they may only vest if at the time of the applicable vesting the recipient is still a director of the Company. The Options expire 10 years after their issue date.
Adjustments to numbers of options and exercise price are only as permitted under ASX Listing Rules. If the shares resulting from the exercise of the options are issued and not transferred, the Company will immediately apply for quotation of the shares. The Option terms will include acceleration of vesting for change of control or liquidity events. Options are not transferable prior to vesting, other than to estate planning vehicles. At the request of the Option holder and subject to all applicable law, options may be net exercised.
About GetSwift Limited
Technology to Optimise Global Delivery Logistics
GetSwift is a worldwide leader in delivery management automation. From enterprise to hyper-local, businesses across dozens of industries around the globe depend on our SaaS platform to bring visibility, accountability, efficiency and savings to their supply chain and “Last Mile" operations. GetSwift is headquartered in New York City and is listed on the Australian Securities Exchange (ASX:GSW). For further background, please visit GetSwift.co.