Twitter has announced the appointment of its first female board member, Marjorie Scardino, the former CEO of media company Pearson. The appointment is effective immediately. She’s also joining the audit committee, where she replaces David Rosenblatt.
“There couldn’t be a more exciting time in Twitter’s history to join!” Scardino tweeted enthusiastically.
Scardino is a smart choice: via her Pearson background, she has deep connections into the media industry, as well as into Europe. The media industry is a key partner for Twitter as the company builds out its revenue-generating business with advertising and coordinated information dissemination; and it has also pinpointed international growth — that is, outside the U.S. — as a key aim going forward.
It didn’t help that when the issue came up earlier this year, CEO Dick Costolo apparently seemed to brush it off (on Twitter, of course).
Since then, though, it feels like the company has been trying to make amends. In addition to the almost immediate murmurs that arose in the wake of Costolo’s comments that a woman was on the way (!), there have been other moves to further Twitter’s position as a supporter of women at its company, and in tech in general.
Case in point: today happens to be the first day for ChimeHack, a three-day hackathon and event in San Francisco being produced by Chime for Change, Women Who Code, and Twitter. It’s coordinated to coincide with the TEDWomen 2013 event also in the city. From what we understand, it’s one of the first events that Twitter is letting an outside organization host in its space. Costolo is speaking on Saturday as part of it.
Twitter points out that Scardino’s past experience also included a role on the board of mobile handset maker Nokia between 2001 and 2013. This, too, is a key detail and asset that will serve well at Twitter, which has built up a huge mobile business that today generates 65% of its advertising revenues.
Mr. Rosenblatt will continue to serve on the compensation committee of the Board and the nominating and corporate governance committee of the Board.
SEC note below.
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.