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

(b) Director Departure

On March 10, 2023, Carl Eschenbach provided notice of his decision to resign from the Board of Directors (the "Board") of Aurora Innovation, Inc. (the "Company") due to ongoing responsibilities as co-CEO of Workday, Inc. following his appointment to the position on December 20, 2022. Entities affiliated with Sequoia Capital Operations, LLC, where Mr. Eschenbach is a venture partner, continue to maintain a significant investment in the Company. Mr. Eschenbach's resignation was effective and contingent upon the appointment of Gloria R. Boyland to the Board, and did not result from any disagreement with the Company concerning any matter relating to its operations, policies, or practices. Claire Hughes Johnson has been appointed to the Audit Committee of the Board to replace Mr. Eschenbach.

(d) Appointment of New Director

On March 13, 2023, Gloria R. Boyland was appointed to the Board. Ms. Boyland will serve as a director with a term of office expiring at the Company's 2023 Annual Meeting of Stockholders.

Ms. Boyland, age 62, is a retired senior executive of FedEx Corporation ("FedEx"), where she served in various leadership positions between 2004 to 2020, including as Corporate Vice President, Operations & Service Support and Vice President, Service Experience Leadership beginning in 2016. While at FedEx, Ms. Boyland led operational initiatives in electro mobility, network and fleet automation, customer experience improvements and advancing new service offerings. Prior to her tenure at FedEx, Ms. Boyland held various leadership positions at General Electric Company from 1992 to 2004, including as General Manager, GE Fleet and Six Sigma Enterprise Quality Leader, GE Auto Finance Services. Earlier in her career, Ms. Boyland served as legal counsel for AXA Financial from 1986 to 1992. Ms. Boyland currently serves on the boards of directors of Vontier Corporation and United Natural Foods, Inc., and previously served as a member of the boards of Chesapeake Energy Corporation and UMRF Ventures, Inc. In 2016, Ms. Boyland was appointed to the U.S. Department of Transportation's Advisory Committee on Automation in Transportation. Ms. Boyland also served as a strategic advisor to the Company from 2020 to 2021. Ms. Boyland holds a B.A. in Psychology and Business from Eckerd College, a J.D. from the University of Pennsylvania and an MBA from Duke University's Fuqua School of Business.

In accordance with the Company's Outside Director Compensation Policy (the "Director Compensation Policy"), Ms. Boyland is eligible to participate in the Company's standard compensation arrangements for non-employee directors which consists of cash and equity compensation for service on the Board. Pursuant to the Director Compensation Policy, Ms. Boyland is entitled to $60,000 in annual cash compensation for service on Board with additional cash compensation payable for committee service. In addition, Ms. Boyland is expected to be granted equity awards consistent with the terms of the Director Compensation Policy.

There are no arrangements or understandings between Ms. Boyland and any other persons pursuant to which Ms. Boyland was appointed a director of the Company, and there are no family relationships between Ms. Boyland and any director or executive officer of the Company.

The Company will enter into its standard form of indemnification agreement with Ms. Boyland, a copy of which is filed as Exhibit 10.11 to the Company's Form 8-K filed on November 4, 2021. Other than the indemnification agreement, Ms. Boyland has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, nor are any such transactions currently proposed.

A copy of the press release announcing the appointment of Ms. Boyland to the Board is attached hereto as Exhibit 99.1.

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