GetSwift Limited (ASX:GSW) (GetSwift or the Company) today announced the appointment of Belinda Gibson to the GetSwift Board of Directors. Ms. Gibson brings over 30 years of governance, directorship, and corporate advisory experience to GetSwift. Ms. Gibson has extensive securities markets experience including a former role as Deputy Chairman of the Australian Securities & Investments Commission (ASIC) responsible for capital markets and listed company oversight.
GetSwift Chairman Michael Fricklas said, Todays announcement demonstrates GetSwifts ongoing commitment to a strong and independent Board of Directors. Adding Belinda confirms our commitment to best-in-class governance practices with a majority of independent directors. She has an outstanding reputation that is well-earned and I have enjoyed getting to know Belinda over the past few months. We will be a stronger board by adding her wisdom, experience, talent and spirit.
Chief Executive Officer and Executive Director Bane Hunter said, Belinda has an exemplary track record as a director, legal advisor, and leading figure on corporate governance. Her extensive experience working with public companies will provide tremendous value to the Company and its shareholders.
Ms. Gibson said, I am delighted to join GetSwifts Board during such an exciting period of growth for the Company. I have spent considerable time meeting with the Companys directors, management and employees and examining diligence materials. I am very comfortable with the Companys strong commercial and financial position. After reviewing the position over the last couple of months I have a high degree of confidence in Bane, Joel, and the rest of the GetSwift management team, as well as Chairman Michael Fricklas and fellow director David Ryan. I believe the Company has excellent potential for long-term shareholder value creation.
Ms. Gibsons distinguished career spans private and public service. She is a company director and corporate adviser with extensive experience of the securities and financial markets and particularly regulatory strategy, corporate transactions and governance arrangements. She was a corporate law partner at the leading Australian law firm Mallesons Stephen Jaques for 20 years before becoming a Commissioner and then Deputy Chair of ASIC from 2007 to 2013. She is presently a director of Brisbane Airport Corporation, Ausgrid, Citigroup Pty Ltd (Citis Australian retail bank arm) and Thorn Group.
In the past she has served as a director of Airservices Australia and The Sir Robert Menzies Memorial Foundation. She is presently a Trustee of The Australian Museum and the Lizard Island Reef Research Foundation. She is a Member of the Chief Executive Women and chaired the CEW Scholarship Committee. She is a Fellow of the Australian Institute of Company Directors and a Fellow of the Governance Institute of Australia. Ms. Gibson has a Bachelor of Economics and Laws from The University of Sydney and a Master of Laws from The University of Cambridge.
Annexure: Proposed equity grant
Subject to receiving shareholder approval, GetSwift proposes to issue an aggregate 300,000 options to subscribe for one fully paid ordinary share each in the capital of the Company (Options).
These Options are intended to be offered to Ms. Gibson or her associates, consistent with US market practice for emerging growth companies and consistent with the previous options awards made to David Ryan and Michael Fricklas.
In accordance with commentary in the ASX Corporate Governance Council Principles and Recommendations, these securities issued to non-executive directors will not have performance hurdles. Further, they will not vest if the recipient ceases to be a director of the Company.
The Options will be granted no later than 1 month following shareholder approval, with an exercise price for each Option being the 30 day VWAP for shares in the Company immediately prior to the grant date.
Over 3 years, the Options will vest in equal quarterly instalments, but they may only vest if at the time of the applicable vesting the recipient is still a director of the Company. The Options expire 10 years after their issue date.
Adjustments to numbers of options and exercise price are only as permitted under ASX Listing Rules. If the shares resulting from the exercise of the options are issued and not transferred, the Company will immediately apply for quotation of the shares. The Option terms will include acceleration of vesting for change of control or liquidity events. Options are not transferable prior to vesting, other than to estate planning vehicles. At the request of the Option holder and subject to all applicable law, options may be net exercised.
About GetSwift Limited
Technology to Optimise Global Delivery Logistics
GetSwift is a worldwide leader in delivery management automation. From enterprise to hyper-local, businesses across dozens of industries around the globe depend on our SaaS platform to bring visibility, accountability, efficiency and savings to their supply chain and Last Mile” operations. GetSwift is headquartered in New York City and is listed on the Australian Securities Exchange (ASX:GSW). For further background, please visit GetSwift.co.
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