Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 23, 2020, the board of directors of Blue Apron Holdings,
Inc. (the “Company”) appointed Charlean Gmunder as the Company’s Chief Operating Officer, effective as of the
commencement of Ms. Gmunder’s employment with Blue Apron, LLC, which was November 25, 2020. Ms. Gmunder will serve as the
Company’s principal operating officer.
Ms. Gmunder,
57, served as Vice President of Catering Operations with United Airlines, Inc., an American airline company, from
January 2018 to April 2020, where she was responsible for United’s entire global catering operations. From August
2015 to October 2017, Ms. Gmunder served as Vice President, Operations at Maple Leaf Foods Inc., a leading North
American producer of sustainable meat and plant-based proteins, where she was responsible for manufacturing operations
consisting of 11 meat processing plants across Canada. Prior to Maple Leaf Foods, Ms. Gmunder held senior positions in
operations roles at Chiquita Brands, Promotion in Motion, Premio Foods, National Starch Food Innovation, and Wm. Wrigley Jr.
Company. Ms. Gmunder is also a member of the board of directors at Jobs for America’s Graduates New Jersey, the
nation’s largest dropout prevention and recovery program, serving young adults ages 12-24. Ms. Gmunder
holds a B.S. in chemical engineering and an M.B.A from Rutgers University.
Pursuant to the terms of her employment offer letter with the
Company (the “Offer Letter”), Ms. Gmunder is entitled to the following compensation:
Base Salary. Ms. Gmunder’s
annual base salary is $450,000.
Bonus. Ms. Gmunder will be
eligible to receive a discretionary annual performance-based target cash bonus equal to 75% of her annual base salary, based on
achievement of certain Company and individual performance goals. Ms. Gmunder’s bonus for 2021 is guaranteed at the
full 75% target.
Equity
Compensation. In connection with her appointment, the Company granted Ms. Gmunder a restricted stock unit
award (the “New Hire Award”) under the Company’s 2017 Equity Incentive Plan (the “Plan”) for
73,832 shares of the Company’s Class A Common Stock, par value $0.0001 per share (“Class A Common
Stock”), representing a target value of $600,000. The New Hire Award is scheduled to vest over four years, with 25% of
the New Hire Award vesting on November 25, 2021, and the remaining New Hire Award vesting in equal quarterly installments (on
each February 25, May 25, August 25 and November 25) over the remaining three-year period thereafter. The equity grant to Ms.
Gmunder is subject to the terms set forth in the Offer Letter, the Plan and the applicable award agreement.
Termination of Employment and Payments.
In connection with her appointment, Ms. Gmunder will be a “Covered Employee” under the Company’s Executive Severance
Benefits Plan (the “Severance Plan”), which was filed as Exhibit 10.1 to the Company’s Quarterly Report
on Form 10-Q on May 3, 2018 and is described under “Executive Compensation—Potential Payments Upon Termination
or Change in Control” in the Company’s definitive proxy statement for the 2020 annual meeting of stockholders
filed with the U.S. Securities and Exchange Commission on April 29, 2020.
In addition to the benefits
provided under the Severance Plan, if, the Company terminates Ms. Gmunder’s employment without Cause or she resigns
for Good Reason (each as defined in the Severance Plan) following a Change in Control (as defined in the Severance Plan), she will
be eligible to receive an additional cash severance amount equal to 6 months of her base salary.