Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On December 16, 2016, the Board of Directors of TechTarget, Inc. (the
“Company”) elected Mr. Daniel Noreck as the Chief Financial Officer and Treasurer of the Company, effective December 19, 2016. Mr. Noreck replaces Ms. Janice O’Reilly who has been Chief Financial Officer since
May 4, 2012 and who, as previously reported, resigned on September 22, 2016 effective on the earlier of December 31, 2016 and the appointment of a new Chief Financial Officer. Prior to joining the Company, Mr. Noreck, 44, served
over six years as Chief Financial Officer and Treasurer of the Providence and Worcester Railroad Company, a regional freight railroad operating in Massachusetts, Rhode Island, Connecticut and New York. Prior to joining the Providence and Worcester
Railroad Company, Mr. Noreck served as Senior Audit Manager at Lefkowitz, Garfinkel, Champi & DeRienzo P.C., a provider of financial, accounting, auditing, and bookkeeping services from July 2003 to September 2010.
The Company and Mr. Noreck entered into an Employment Agreement, dated December 19, 2016 (the “Agreement”) in connection
with Mr. Noreck’s appointment. The Agreement has an initial term of one year, and renews automatically for successive one-year terms unless either the Company or Mr. Noreck provide not less than 60 days’ written notice not to
extend the Agreement. Under the Agreement, the Company will pay Mr. Noreck an initial annual base salary of $225,000 and he will be eligible to participate in the Company’s annual incentive program, with a 2017 target bonus amount of
$50,000. For all subsequent years, Mr. Noreck’s annual target bonus amount shall be established by the Board of Directors or the Compensation Committee of the Board of Directors (the “Compensation Committee”). Mr. Noreck
will also be entitled to participate in any qualified retirement plans, deferred compensation plans, stock option and incentive plans, stock purchase plans and other employee benefit plans that the Company provides to senior executives. The
Agreement includes severance and change of control provisions. In the event Mr. Noreck’s employment is terminated by the Company without “cause” or he voluntarily terminates his employment for “good reason” or in the
event of his death or disability, as each of those terms is defined in the Agreement, Mr. Noreck would be entitled to receive his salary at the rate then in effect and his health benefits (if applicable) for a period of nine months, a portion
of his target bonus amount and acceleration of certain equity grants, as well as certain other benefits as set forth in the Agreement. Additionally, in the event of a change of control, as that term is defined under Section 409A of the Internal
Revenue Code of 1986, as amended, Mr. Noreck would be entitled to acceleration of certain equity grants. The above summary of Mr. Noreck’s employment agreement is qualified in its entirety by the actual Agreement, a copy of which is
filed with this Current Report on Form 8-K as Exhibit 10.1 and which is incorporated into this Item 5.02 by reference.
In addition
to the foregoing, Mr. Noreck has been granted forty-five thousand (45,000) restricted stock units (“RSUs”) pursuant to the Company’s 2007 Stock Option and Incentive Plan. The RSUs will vest ratably in three tranches of
33.33% over the next three years.