Twitter made the announcement about Scardino joining the team via an SEC document filed this morning. The move makes a lot of sense for Twitter because the company has shown that it wants to strengthen its ties with major media companies as a way to boost the importance of its social network and piggyback on the very lucrative media promotion and advertising industry.
Scardino’s appointment also marks the end of some long running criticisms of Twitter’s all-male board. (Yes, that means Twitter can’t technically be branded as a boys club anymore.)
Scardino’s new role is effective immediately, and she will serve on the board until the annual shareholders meeting in late 2014 when her term expires. Scardino was also appointed as a member of the audit committee and will replace David Rosenblatt.
Here’s the full announcement from today’s SEC doc about Scardino:
On December 4, 2013, the Board of Directors (the “Board”) of Twitter, Inc. (the “Company”) elected Marjorie Scardino to serve as a member of the Board, effective immediately. Ms. Scardino will serve in the class of directors whose term expires at the annual meeting of stockholders to be held in 2014. In addition, Ms. Scardino was appointed as a member of the audit committee of the Board (the “Audit Committee”), effective immediately. Ms. Scardino will replace David Rosenblatt on the Audit Committee. Mr. Rosenblatt will continue to serve on the compensation committee of the Board and the nominating and corporate governance committee of the Board.
Ms. Scardino, age 66, served as Chief Executive Officer and as a member of the board of directors of Pearson plc, a publishing and education company, from 1997 to 2012. From 1985 to 1997, Ms. Scardino served in several roles at The Economist Group, a media company, including as Chief Executive Officer. Ms. Scardino served on the board of directors of Nokia Corporation, a telecommunications company, from 2001 to April 2013. Ms. Scardino holds a B.A. in Psychology from Baylor University and a J.D. from the University of San Francisco School of Law.
In connection with her election to the Board, Ms. Scardino was granted a restricted stock unit award on December 4, 2013 covering 4,018 shares of the Company’s common stock. The restricted stock unit award will vest quarterly over one year, subject to continued service on the Board on each applicable vesting date. Notwithstanding this vesting schedule, the vesting of the restricted stock unit award granted to Ms. Scardino will vest in full upon a “change in control” (as defined in the Company’s 2013 Equity Incentive Plan). The restricted stock unit award is subject to the terms and conditions of the Company’s 2013 Equity Incentive Plan and the related restricted stock unit award agreement.
Ms. Scardino also executed the Company’s standard form of indemnification agreement, a copy of which has been filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-191552) filed with the Securities and Exchange Commission on October 3, 2013.
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