06/26/2026 | Press release | Distributed by Public on 06/26/2026 04:05
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Board Member
The board of directors (the "Board") of Mobility Global Inc. (the "Company") appointed Joseph R. Hinrichs as a director of the Board, increasing the size of the Board from two to three directors, effective as of 11:59 p.m. New York City time on June 25, 2026. Upon his appointment, Mr. Hinrichs will be a member of the Company's Audit Committee and Nominating and Compensation Committee.
The Board has determined that Mr. Hinrichs (i) qualifies as an "independent" director under all applicable rules and regulations of the U.S. Securities and Exchange Commission ("SEC") and the New York Stock Exchange ("NYSE"), (ii) is financially literate as required by the rules and regulations of the NYSE, and satisfies the definition of "audit committee financial expert" set out in Item 407(d)(5)(ii) of Regulation S-K under the Exchange Act, and (iii) satisfies the requirements for audit committee membership established by Rule 10A-3 under the Exchange Act, and has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company).
It is expected that Mr. Hinrichs will be appointed as Chair of the Board as of and following the effective time of the previously announced distribution of the Company's common stock by S&P Global Inc. ("S&P Global") to holders of S&P Global's common stock on a pro rata basis (the "Spin-Off"). The Spin-Off is expected to be effective as of 12:01 a.m., New York City time, on July 1, 2026.
Biographical information for Mr. Hinrichs is set forth in the section titled "Management" of the Information Statement, dated May 27, 2026 (the "Information Statement"), included as Exhibit 99.1 to the Company's Current Report on Form 10, which was filed with the SEC on May 27, 2026, and such information and description are incorporated by reference herein.
Mr. Hinrichs has no family relationships with any member of the Board or any executive officer of the Company and is not a party to any transactions that would be disclosed under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Hinrichs and any other person and the Company pursuant to which Mr. Hinrichs was appointed to serve in his role.
Following the consummation of the Spin-Off, Mr. Hinrichs will participate in the Company's director compensation program, pursuant to which Mr. Hinrichs will receive: an annual cash retainer of $80,000, payable quarterly; an additional annual cash retainer of $100,000 for service as Chair of the Board; an annual equity retainer with a grant date value of $220,000 in Restricted Stock Units ("RSUs"), which will cliff-vest after one year, and a one-time RSU award to be granted in connection with the Spin-Off, with a grant date value of $400,000, which will cliff-vest after three years.
2026 Long Term Incentive Plan
Effective as of 12:01 a.m. New York City time on July 1, 2026, the Board adopted the Mobility Global Inc. 2026 Long Term Incentive Plan (the "LTIP"). The Information Statement under the section entitled "Compensation Discussion and Analysis" contains a description of the LTIP. Such information is incorporated by reference in this Item 5.02.
Chief Executive Officer Compensation Changes
The Board approved the following changes to the compensation of William Eager, the Company's Chief Executive Officer: (i) an increase in Mr. Eager's annual base salary to $900,000, effective July 1, 2026, (ii) an increase in Mr. Eager's annual target incentive opportunity to 150% of base salary, effective July 1, 2026 and (iii) a grant of RSUs having a grant date value of $2,500,000, to be granted on or around September 1, 2026, subject to further approval by the Board, which grant will vest in substantially equal annual installments over three years from the grant date.