Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Resignation and Appointment of Chief Financial Officer
On December 3, 2018, Everbridge, Inc. (the Company) issued a press release announcing that Kenneth S. Goldman, who currently serves as the
Companys Senior Vice President, Chief Financial Officer and Treasurer, will retire mid-2019. The Company also announced that Patrick Brickley, the Companys Vice President of Finance and Accounting, will be promoted to Senior Vice
President, Chief Financial Officer and Treasurer upon Mr. Goldmans retirement, and will serve as the Companys principal financial officer and principal accounting officer. As part of the planned transition, Mr. Goldman will
remain in a consulting advisory role with the Company into 2020, reporting to Jaime Ellertson, the Companys Chairman and Chief Executive Officer.
Mr. Brickley, age 42, joined Everbridge in May 2015 as Vice President of Finance and was promoted to Vice President of Finance and Accounting in 2017.
Prior to joining Everbridge, from April 2011 until May 2015, Mr. Brickley served in roles as a Finance Manager and Controller at Google, a provider of online search and advertising.
There is no arrangement or understanding between Mr. Brickley and any other person pursuant to which he was selected for his new
roles. Mr. Brickley has no family relationships with any of the Companys directors or executive officers, 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
promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). In connection with his appointment, it is expected that Mr. Brickley will enter into the
Companys standard form of indemnification agreement, the form of which has been filed as Exhibit 10.7 to the Companys Annual Report on Form
10-K
for the year ended December 31, 2017, filed
with the Securities and Exchange Commission on March 12, 2018.
Offer Letter and Other Compensatory Arrangements
In connection with Mr. Brickleys appointment, the Company entered into an offer letter agreement with Mr. Brickley on November 30, 2018
(the Agreement). The Agreement does not provide for a specified term of employment and Mr. Brickleys employment is on an
at-will
basis. Mr. Brickley will receive an initial annual
base salary of $290,000 after his appointment as Senior Vice President, Chief Financial Officer and Treasurer and will be eligible to earn an annual cash incentive bonus of $90,000 pursuant to the Companys management incentive plan upon the
achievement of certain individual and/or Company performance goals set by the Compensation Committee of the Companys Board of Directors. Mr. Brickley will also be eligible to participate in the Companys employee benefit, welfare and
other plans, as may be maintained by the Company from time to time, on a basis no less favorable than those provided to other similarly-situated executives of the Company. Mr. Brickley will also be subject to certain customary confidentiality
and
non-solicitation
provisions.
Pursuant to the Agreement, on January 1, 2019, the Company will grant
Mr. Brickley the following awards pursuant to the Companys 2016 Equity Incentive Plan: (1) a restricted stock unit for 62,500 shares (the RSU Grant), with 33% of the RSU Grant vesting on the first anniversary of the date
of grant, 33% vesting on the second anniversary of the date of grant, and 34% vesting on the third anniversary of the date of grant, and (2) a performance stock unit for 62,500 shares (the PSU Grant), up to 62.5% of which may vest
at the end of the fiscal quarter after the second anniversary of the grant date based on the compound annual growth rate (CAGR) of the Companys revenue achieved during the eight fiscal quarters preceding the then most recent fiscal
quarter, and up to an additional 62.5% of which may vest at the end of the fiscal quarter after the third anniversary of the grant date based on the CAGR of the Companys revenue achieved during the 12 fiscal quarters preceding the then most
recent fiscal quarter. The vesting of each award above will be subject to Mr. Brickleys continued service to the Company through each applicable vesting date or event.
If Mr. Brickleys employment is terminated by the Company without cause (as defined in the Agreement) or Mr. Brickley resigns for
good reason (as defined in the Agreement) in the first year after his appointment as Chief Financial Officer, he will be entitled to receive six months of his then current base salary, paid over time in