Owlet Inc.
10/06/2025 | Press release | Distributed by Public on 10/06/2025 14:42
Management Change/Compensation (Form 8-K)
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in the Company's Current Report on Form 8-K filed on August 5, 2025, effective October 1, 2025 (the "Effective Date"), Kurt Workman resigned as Chief Executive Officer of Owlet, Inc. (the "Company") and transitioned to the role of Executive Chair of the Board of Directors (the "Board"). Also effective as of the Effective Date, Jonathan Harris, who previously served as the Company's President, was appointed President and Chief Executive Officer.
Compensatory Arrangements with Kurt Workman
In connection with Mr. Workman's transition from Chief Executive Officer to Executive Chair of the Board of Directors, on September 30, 2025, the Compensation Committee of the Board (the "Compensation Committee") approved the following: (i) vesting in full of all of Mr. Workman's outstanding unvested restricted stock units ("RSUs"), consisting of 7,049 RSUs granted in March 2022 and 88,692 RSUs granted in September 2024, effective as of the Effective Date, (ii) payment of a one-time cash bonus to Mr. Workman for the performance period from January 1 through September 30, 2025, payable as soon as practicable following the Effective Date, and (iii) an amendment and restatement of the Company's non-employee director compensation program (as amended, the "Amended and Restated Non-Employee Director Compensation Program"). As part of the changes incorporated into the Amended and Restated Non-Employee Director Compensation Program, the Executive Chair will (i) receive an annual cash retainer in the amount of $200,000, payable quarterly in arrears, and (ii) be eligible to receive an annual equity grant in the form of RSUs with a fair market value of $200,000. Such awards shall vest on the earlier of the next annual meeting of stockholders thereafter or one year from the date of grant, subject to continued service through the applicable vesting date. Upon the Effective Date, Mr. Workman became eligible for the compensation provided to the Executive Chair under the Amended and Restated Non-Employee Director Compensation Program.
Compensatory Arrangements with Jonathan Harris
On September 30, 2025, the Company entered into an amended and restated offer letter with Mr. Harris (the "Amended Letter") in connection with his appointment as President and Chief Executive Officer. Under the Amended Letter, Mr. Harris (i) will receive an annual base salary of $500,000 and (ii) is eligible to earn an annual cash performance bonus target equal to 70% of base salary, with the actual bonus amount to be determined by the Compensation Committee based on Company and individual performance. Both the salary increase and bonus eligibility became effective as of August 7, 2025.
Mr. Harris will continue as a Tier 1 participant under the Company's Executive Change in Control Severance Plan. If his employment is terminated by the Company without Cause or by Mr. Harris for Good Reason (as such terms are defined in that plan), he will be eligible, subject to a general release of claims, to receive: (i) continued payment of base salary for 12 months following termination; (ii) a prorated bonus for the year of termination based on actual results and days worked; and (iii) immediate vesting of all outstanding unvested equity awards.
Mr. Harris also continues to be eligible to participate in the Company's broad-based employee benefit plans.
The foregoing descriptions of (i) the Amended and Restated Non-Employee Director Compensation Program and (ii) the Amended and Restated Offer Letter between the Company and Mr. Harris do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
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