Shift (Nasdaq: SFT) today announced that its Board of Directors has
appointed Ayman Moussa as Chief Executive Officer and a member of
the Board, effective immediately June 9, 2023.
Ayman Moussa is an automotive entrepreneur and CEO with over 20
years of industry experience and leadership. In 2009, he founded
Carnamic, a group of new and pre-owned auto dealerships in Northern
California. Carnamic has 8 locations and over $200 million in
annual revenue.
“With his considerable automotive dealership experience as a
founder and operator and a proven track record, we are confident
Ayman is ideally positioned to lead Shift during this critical
juncture for the company,” said Victoria McInnis, Lead Director of
the Board. “His operational expertise, especially in sales and
processes, will significantly advance the execution of our
omnichannel sales model.”
“I am honored to have the opportunity to lead Shift at this
pivotal time as we focus on our path to profitability,” said Mr.
Moussa. “I have tremendous respect for the Shift brand, its mission
to make car purchase and ownership simple, and its unique vehicle
acquisition engine. Having founded and led profitable auto
dealerships, I believe there is significant opportunity to improve
unit economics and bring the company to EBITDA profitability. I
plan to hit the ground running and act with a sense of urgency in
implementing process improvements.”
Mr. Moussa succeeds Jeff Clementz, who will remain with the
Company as a strategic advisor to Moussa, the Board, and the
management team during a transition period. Mr. Clementz will step
down from the Board effective immediately.
"On behalf of the Board, I would like to extend sincere
appreciation to Jeff for his efforts and dedication to the
Company," said Ms. McInnis. "Jeff led the Company through the
CarLotz integration, and his significant ecommerce experience was
invaluable in the implementation of the omnichannel sales model. We
wish him the best in his future endeavors."
Update on Strategic Alternatives Review
Process
The strategic alternatives review by the Shift Board of
Directors is ongoing and includes the evaluation of options
regarding the Company’s debt.
Inducement Grant under Nasdaq Listing Rule
5635(c)(4)
Shift and Mr. Moussa entered into an employment agreement, dated
June 8, 2023 (the “Employment Agreement”), in connection with his
appointment as Chief Executive Officer. The Employment Agreement
provides, among other things, that Mr. Moussa is entitled to
receive an equity award (the “Employment Inducement Award”)
consisting of 1,900,000 restricted stock units, 950,000 of which
shall vest based on the passage of time (“Time RSUs”) and 950,000
of which shall vest upon a combination of the passage of time and
the achievement of specified performance metrics (“Performance
RSUs”), in each case subject to continued employment through the
applicable vesting date. 237,500 Time RSUs will vest on June 30,
2024 and the remaining Time RSUs will vest quarterly in equal
installments over the following three years. 190,000 Performance
RSUs will vest on December 31, 2023 subject to the achievement of a
specified EBITDA metric, and the remaining Performance RSUs will
vest over calendar years 2024 through 2027 subject to the
achievement of specified stock price metrics and certain minimum
periods of service.
The Employment Inducement Award was approved by Shift’s Board of
Directors and Leadership Development, Compensation and Governance
Committee on June 8, 2023 and will be granted to Mr. Moussa as a
material inducement to Mr. Moussa’s employment, in accordance with
Nasdaq Listing Rule 5635(c)(4). The Employment Inducement Award
will be granted outside of Shift’s equity incentive plans.
About Shift
Shift Technologies, Inc. is a consumer-centric omnichannel
retailer transforming the used car industry by leveraging its
end-to-end ecommerce platform and retail locations to provide a
technology-driven, hassle-free customer experience. Shift’s mission
is to make car purchase and ownership simple — to make buying or
selling a used car fun, fair, and accessible to everyone. Shift
provides comprehensive, digital solutions throughout the car
ownership lifecycle, enabling customers to purchase a vehicle
online with financing and vehicle protection products, and a vision
to provide high-value support services during car ownership. For
more information please visit www.shift.com.
Forward Looking Statements; Use of
Projections
This document includes “forward looking statements” within the
meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
“forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,”
“expect,” “estimate,” “plan,” “outlook,” and “project” and other
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. Such
forward looking statements include estimated financial information.
Such forward looking statements with respect to revenues, earnings,
performance, strategies, prospects and other aspects of Shift’s
business are based on current expectations that are subject to
risks and uncertainties. A number of factors could cause actual
results or outcomes to differ materially from those indicated by
such forward looking statements. These factors include, but are not
limited to: Shift’s ability to launch and execute its dealer
marketplace strategy, grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its
management and key employees; changes in applicable laws,
regulations, and government policies; general economic conditions,
including interest rate movements; the possibility that Shift may
be adversely affected by other economic, business, and/or
competitive factors; the operational and financial outlook of
Shift; Shift’s liquidity and capital resources; and factors
described in more detail under the caption “Risk Factors” in the
Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2022, and in the Company’s other filings with the
Securities and Exchange Commission. You are cautioned not to place
undue reliance upon any forward-looking statements, which speak
only as of the date made. Shift undertakes no commitment to update
or revise the forward-looking statements, whether as a result of
new information, future events or otherwise, except as may be
required by law. Shift gives no assurance that it will achieve its
expectations.
Investor Relations:Susan
LewisIR@shift.com
Media Contact:press@shift.com
Source: Shift Technologies, Inc.
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