Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Raj Verma
On July 13, 2017, Raj Verma stepped down as president and chief operating officer of the Company upon mutual agreement
with the Company.
Appointment of Chief Operating Officer
On July 18, 2017, Scott Davidson was appointed as the Company’s chief operating officer. Mr. Davidson will
continue to serve as the Company’s chief financial officer, and as of July 18, 2017, Mr. Davidson’s title will be chief financial officer and chief operating officer.
Mr. Davidson, age 51, has served as our chief financial officer since April 2014. From October 2012 to April 2013,
Mr. Davidson served as vice president, finance at Dell Inc., a computer manufacturer and technology company. From October 2007 to September 2012, Mr. Davidson served as chief financial officer of Quest Software, Inc., an enterprise
software company, which was acquired by Dell Inc. Mr. Davidson holds a B.S. in finance from Florida Atlantic University and an M.B.A. from the University of Miami.
There are no arrangements or understandings between Mr. Davidson and any other persons pursuant to which he was selected
as chief operating officer or chief financial officer of the Company. There are also no family relationships between Mr. Davidson and any director or executive officer of the Company, and he has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with
Mr. Davidson’s appointment as chief operating officer and effective as of July 18, 2017, Mr. Davidson’s base salary is $500,000 per year, and Mr. Davidson will continue to participate in the Hortonworks, Inc. Senior
Executive Cash Incentive Bonus Plan (the “Bonus Plan”), which is incorporated herein by reference, and will have an annual target bonus under the Bonus Plan of $400,000 per year. All other terms of the Amended and Restated Employment
Agreement by and between the Company and Scott Davidson, dated December 12, 2016 (the “Davidson Employment Agreement”), shall remain in effect.
In addition, on July 18, 2017 and in connection with his appointment as chief operating officer, Mr. Davidson
received (i) an award of 246,150 restricted stock units (“RSUs”) under the Company’s Amended and Restated 2014 Stock Option and Incentive Plan (the “2014 Plan”), which is incorporated herein by reference, each of which
correlates to one share of the Company’s common stock (the “November RSU Award”) and (ii) an award of 246,150 RSUs under the 2014 Plan, each of which correlates to one share of the Company’s common stock (the “February
RSU Award”). The November RSU Award is granted pursuant to the Company’s form of restricted stock unit award agreement and will vest as follows: one-eighth (1/8) of the RSUs will vest and become releasable on November 9, 2017,
and thereafter, the balance of the RSUs will vest and become releasable in a series of seven (7) equal successive three-month installments over the following twenty-one (21) months thereafter, all subject to Mr. Davidson’s
continued status as a Company service provider. The February RSU Award is granted
pursuant to the Company’s form of restricted stock unit award agreement and will vest as follows: one-eighth (1/8) of the RSUs will vest and become releasable on February 14, 2018,
and thereafter, the balance of the RSUs will vest and become releasable in a series of seven (7) equal successive three-month installments over the following twenty-one (21) months thereafter, all subject to Mr. Davidson’s
continued status as a Company service provider.
Each of the November RSU Award and the February RSU Award is subject to
the following vesting acceleration provisions: (i) 75% of any then-unvested RSUs shall immediately accelerate and become fully vested upon a Change in Control (as defined in the Davidson Employment Agreement) and (ii) 100% of any
then-unvested RSUs shall immediately accelerate and become fully vested if Mr. Davidson’s employment is terminated without Cause or via Constructive Termination following a Change in Control, and contingent upon Mr. Davidson’s
execution and delivery of a Separation Agreement and Release (each capitalized term as defined in the Davidson Employment Agreement).
The foregoing description of the Davidson Employment Agreement is qualified in its entirety by reference to the full text of
the Davidson Employment Agreement, which is incorporated herein by reference.
Appointment of Chief Revenue Officer
On July 18, 2017, the Company announced that Alan Fudge will serve as the Company’s chief revenue officer, effective
upon Mr. Fudge’s commencement of employment. Mr. Fudge is expected to commence employment with the Company on July 31, 2017.
Mr. Fudge, age 56, served as chief operating officer and senior vice president of worldwide sales and field operations
for software at Hewlett Packard Enterprise Company, an enterprise information technology company, from August 2014 to December 2016. From September 2012 to May 2014, Mr. Fudge served as senior vice president, field sales, software at Dell Inc.
From August 2009 to September 2012, Mr. Fudge served as senior vice president, sales and marketing at Quest Software, Inc. Mr. Fudge holds a B.S. in computer science from St. Edward’s University.
Appointment of Chief Accounting Officer
On July 18, 2017, Scott Reasoner was appointed as the Company’s chief accounting officer. Mr. Reasoner will
continue to serve as the Company’s corporate controller and principal accounting officer, and as of July 18, 2017, Mr. Reasoner’s title will be chief accounting officer, corporate controller and principal accounting officer.
Mr. Reasoner, age 45, served as our senior vice president, corporate controller and principal accounting officer from
October 2016 to July 2017, our vice president, corporate controller and principal accounting officer from June 2015 to October 2016 and our vice president, controller from June 2014 to June 2015. From October 2007 to September 2012,
Mr. Reasoner served as vice president, corporate controller at Quest Software, Inc. Commencing in September 2012, upon the acquisition of Quest Software, Inc. by Dell Inc., Mr. Reasoner served as executive director and controller of the
Dell Software Group through December 2013.