No more dick jokes: Twitter's streak of dude-only directorship ends today, with the appointment of Marjorie Scardino to its board. All it took was everyone yelling at them for a few weeks. Sarah Lacy shrugs.
Dame Marjorie Scardino is the former CEO of Pearson, an enormous multinational media company—and a smart pick for increasingly media-flirty Twitter, which now has ties to some of the most powerful old media assets in the world. On the other hand, Scardino's understanding of Twitter is probably not immense: she has only tweeted once, and it was today, about her new job at Twitter.
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.