Form 4: Groupon CFO Jiri Ponrt Awarded Performance Share Units

Groupon's Chief Financial Officer, Jiri Ponrt, was granted 522,731 performance share units tied to stock price hurdles and continued service.

Summary

• Jiri Ponrt, Groupon's Chief Financial Officer, was granted 522,731 performance share units on June 12, 2024.
• The grant is contingent upon stockholder approval of an amendment to the 2011 Incentive Plan, which was approved on June 12, 2024.
• The number of shares acquired upon vesting depends on achieving stock price hurdles ($14.86, $20.14, $31.01, and $68.82) over a three-year performance period starting May 1, 2024, and ending May 1, 2027.
• Vesting also requires continued service, measured annually on May 1, 2025, May 1, 2026, and May 1, 2027.
• The performance shares will vest immediately upon certification of the achievement of both conditions by the compensation committee.

Sentiment

Score: 7

Explanation: The document reflects a standard executive compensation practice, which is generally viewed positively as it aligns management's interests with shareholders. The sentiment is moderately positive.

Positives

• The performance share units incentivize the CFO to drive stock price appreciation.
• The vesting conditions align the CFO's interests with those of the shareholders.
• The grant is subject to stockholder approval, ensuring transparency and accountability.

Risks

• The stock price hurdles may not be achieved, resulting in no shares being issued.
• The CFO may leave the company before the end of the performance period, forfeiting the unvested shares.

Future Outlook

The vesting of the performance share units is contingent upon the achievement of pre-established stock price hurdles and continued service conditions over a three-year performance period.

Industry Context

Granting performance-based equity compensation is a common practice to align executive incentives with shareholder value creation in the tech industry.

Comparison to Industry Standards

• Many tech companies use performance-based equity grants to incentivize executives.
• The specific stock price hurdles and performance period are tailored to Groupon's specific circumstances and growth targets.
• Companies like Amazon and Google also use stock options and restricted stock units with vesting schedules tied to performance and tenure.

Stakeholder Impact

• Shareholders benefit from the alignment of executive incentives with stock price appreciation.
• Employees may be motivated by the potential for increased company value.
• The grant has no immediate impact on customers, suppliers, or creditors.

Next Steps

• The compensation committee will certify the achievement of the stock price hurdles and continued service conditions.
• If the conditions are met, the performance share units will vest, and the CFO will receive shares of Common Stock.

Key Dates