Grove Collaborative Holdings, Inc. appointed Jeffrey Yurcisin as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Transition

On August 11, 2023, the Board appointed Jeffrey Yurcisin as President and Chief Executive Officer of the Company, effective August 16, 2023 (the "Effective Date"). Mr. Yurcisin will replace Stuart Landesberg, who will step down from his position as Chief Executive Officer of the Company and will assume the role of Executive Chair of the Company. Mr. Landesberg's transition is not a result of any disagreement with any member of management or the Board. The Board also appointed John Replogle as its lead independent director.

Mr. Yurcisin, 48, was the President and Chief Executive Officer of Zulily, an e-commerce company from August 2018 to March 2022. Prior to that, he was Vice President, Private Brands at Amazon, a multinational technology company, from 2015 to 2018 and Vice President, Amazon Clothing and Chief Executive Officer of Shopbop, a subsidiary of Amazon, from 2013 to 2015. He became Chief Executive Officer of Shopbop in 2008 after it was acquired by Amazon. Prior to that, Mr. Yurcisin was Product Manager, Senior Buyer, and the Senior Manager leading Sports and Outdoors at Amazon from 2004 to 2008. Before that, Mr. Yurcisin held positions at Boston Consulting Group, Westlaw.com, Broadband Office (a Kleiner Perkins funded startup), and Oliver Wyman from 1997 to 2003. Mr. Yurcisin holds a Bachelor's degree in Economics from Princeton University and an MBA from Harvard Business School.

Pursuant to the terms of Mr. Yurcisin's offer of employment, Mr. Yurcisin will be entitled to receive the following compensation and benefits: (i) an annual base salary of $500,000; (ii) an annual target cash incentive opportunity of 100% of his annual base salary, provided that for 2023, Mr. Mr. Yurcisin will receive a payout equal to his target cash incentive opportunity, pro-rated based on the number of days that he was employed by the Company during 2023; and (iii) eligibility to participate in the Company's standard employee benefit programs available to similarly situated officers of the Company. Additionally, as an inducement to accept employment with the Company, the Company will grant Mr. Yurcisin, effective as of the Effective Date, a service-based restricted stock unit award with respect to 340,000 shares of the Company's Class A Common Stock, par value $0.0001 per share (the "Shares," and such award, the "RSU Award") and a performance-based restricted stock unit award with respect to 510,000 Shares (the "PSU Award"). The RSU Award and PSU Award will each vest 25% on August 15, 2024 and in twelve equal quarterly installments thereafter, subject to Mr. Yurcisin's continued service with the 


Company through each applicable vesting date and, in the case of the PSU Award, subject to the achievement of specified stock price metrics within five years following the Effective Date.

In connection with Mr. Yurcisin's appointment, the Company and Mr. Yurcisin entered into a post-termination benefits agreement (the "Post-Termination Benefits Agreement"), which entitles Mr. Yurcisin to certain payments and benefits in the event of certain terminations of his employment. Under the Post-Employment Benefits Agreement, in the event that Mr. Yurcisin's employment is terminated by the Company other than for cause (as defined in the Post-Termination Benefits Agreement), death or disability (as defined in the Post-Termination Benefits Agreement), or if Mr. Yurcisin resigns for good reason, in each case, at any time other than during the period beginning three months before and ending twelve months following a change in control (as defined in the Company's 2022 Equity and Incentive Plan) (the "CIC Period"), then, subject to his execution and non-revocation of a general release of claims in favor of the Company (a "Release"), Mr. Yurcisin will be entitled to receive (i) nine months' base salary continuation, (ii) monthly cash payments in an amount equal to the monthly employer cost of continued group health plan coverage for Mr. Yurcisin and his dependents, and (iii) the accelerated vesting of the time-vested portions of his outstanding equity awards that would have vested had Mr. Yurcisin remained employed by the Company for nine months following the termination date, with any applicable performance-based vesting conditions to be deemed satisfied at the actual level or such other level specified in the terms of the applicable award agreement. In the event that Mr. Yurcisin's employment is terminated outside of the CIC Period by the Company other than for cause or he resigns for good reason (as defined in the Post-Termination Benefits Agreement), Mr. Yurcisin will also be entitled to any earned but unpaid performance cash award under the Company's annual incentive plan for any fiscal year preceding the year in which the termination occurs (the "Prior Year Bonus").

In addition, in the event that Mr. Yurcisin's employment is terminated by the Company other than for cause, death or disability or if Mr. Yurcisin resigns for good reason, in each case, during the CIC Period, then, subject to his execution and non-revocation of a Release, Mr. Yurcisin will be entitled to receive the Prior Year Bonus and the payments described in clauses (i) and (ii) in the paragraph above, and, in lieu of the accelerated vesting described in clause (iii) in the paragraph above, the outstanding time-vested portions of his outstanding equity awards will immediately vest in full, with any applicable performance-based vesting conditions to be deemed satisfied at the actual level or such other level specified in the terms of the applicable award agreement.

There are no family relationships between Mr. Yurcisin and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K under the U.S. Securities Act of 1933 ("Regulation S-K"). Since the beginning of the Company's last fiscal year, the Company has not engaged in any transaction in which Mr. Yurcisin had a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K. 

In connection with Mr. Landesberg's transition from President and Chief Executive Officer to Executive Chair, the Company and Mr. Landesberg entered into a letter agreement memorizing his entitlement to: (i) an annual base salary of $500,000; (ii) an annual target cash incentive opportunity of 50% of his annual base salary; (iii) a one-time performance bonus in a lump sum amount equal to $500,000 (the "2024 Performance Bonus"), subject to Mr. Landesberg's assistance in the transition of his duties to Mr. Yurcisin, Mr. Landesberg's continued employment with the Company through December 31, 2024 and the achievement of an adjusted EBITDA performance goal (the "2024 Performance Bonus"); and (iv) eligibility for annual equity grants equal to 50% of the annual equity grant value awarded to the Company's Chief Executive Officer (to be calculated without regard to any reduction in the size of the awards granted to the Company's Chief Executive Officer in 2024 as a result of his partial year of service in 2023), with the grant value reduced to 40% for future annual equity grants. In the event Mr. Landesberg's employment is terminated without cause or due to good reason (each as defined in the letter agreement) and subject to Mr. Landesberg's execution and non-revocation of a release of claims in favor of the Company, Mr. Landesberg will be entitled to receive (x) a cash severance payment equal to the sum of (1) one-year of base salary and (2) Mr. Landesberg's target annual incentive bonus for the year in which such termination occurs, pro-rated based on the number of full months that Mr. Landesberg was employed by the Company, (y) equity vesting equal to the greater of (1) twelve months of accelerated vesting plus pro-rata vesting for the remaining unvested portion of such equity awards based on the number of days he was employed during the applicable vesting period and (2) the vesting acceleration provided for in the applicable equity award agreement and (z) the requirement to remain employed through December 31, 2024 with respect to the 2024 Performance Bonus would be waived. In the event Mr. Landesberg's employment is terminated due to death or disability, Mr. Landesberg will also be entitled to receive the equity vesting set forth in the preceding sentence. 

A copy of the press release issued by the Company on August 14, 2023, regarding this transition is attached as Exhibit 99.1 to this report. 


Appointment to Board

The Board approved an increase in the size of the Board from eight to ten directors, and appointed Mr. Yurcisin as of the Effective Date. Mr. Yurcisin will serve as a Class II Director, for a term expiring at the Company's annual meeting of stockholders to be held in 2024 and until his respective successor has been elected and qualified or until his earlier death, resignation or removal. Pursuant to the Subscription Agreement, the Company agreed to appoint one director designated by Investor to the Board, and on the Closing Date, the Board appointed Larry Cheng, an Investor designee, to serve as a member of the Board as a Class I Director, for a term expiring at the Company's annual meeting of stockholders to be held in 2026 and until his respective successor has been elected and qualified or until his earlier death, resignation or removal. The Board has determined that Mr. Cheng satisfies the definition of an "independent director" under the listing standards of the New York Stock Exchange. Mr. Cheng is entitled to receive the standard compensation payable to non-employee directors of the Company. In connection with his appointment, Mr. Cheng has waived his right to receive standard compensation payable to non-employee directors.