EVBG Everbridge Inc

On January 5, 2022, the Board of Directors (the “Board”) of Everbridge, Inc. (the “Company”) appointed David Henshall to serve as a member of our Board, effective immediately, to hold office until our 2022 annual meeting of stockholders and his successor has been duly elected and qualified or his earlier death, resignation or removal. Mr. Henshall also has been named Vice Chair of the Board and, in addition to his Board responsibilities, will assist the Board and our senior management team on strategic and operational matters. The Board has determined that Mr. Henshall satisfies the definition of an “independent director” under the Nasdaq listing standards and the Board’s Corporate Governance Guidelines.

Mr. Henshall, age 53, currently serves as advisor to the Chief Executive Officer of Citrix Systems, Inc. (“Citrix”), a provider of workplace mobility solutions, a position he has held since October 2021. He was the President and Chief Executive Officer of Citrix from July 2017 to October 2021, and prior to that he was the Chief Operating Officer and Chief Financial Officer of Citrix from March 2014 to June 2017. Mr. Henshall also served as a member of our Board from July 2015 to May 2018.

Until we hire a permanent Chief Executive Officer or have otherwise agreed, Mr. Henshall will be entitled to receive a quarterly cash retainer of $45,000. Thereafter, Mr. Henshall will be entitled to receive an annual cash retainer equal to that paid to our other non-employee directors. Mr. Henshall has been granted 16,661 restricted stock units which will vest in increments of 50% on January 31, 2023, and 50% on January 31, 2024, provided that there has not been a termination of continuous service as of each such date. The vesting and other material terms of these restricted stock units are the same as those that apply to the non-employee directors’ annual equity awards. The material terms of the non-employee directors’ compensation are described in our most recent proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 7, 2022, under the heading “Director Compensation.” In addition, Mr. Henshall will enter into our standard form of indemnification agreement, the form of which has been filed as Exhibit 10.9 to our Registration Statement on Form S-1, filed with the SEC on August 19, 2016.

Mr. Henshall does not have any family relationships with any of the Company’s directors or executive officers, is not a party to any transactions of the type that would be required to be reported under Item 404(a) of Regulation S-K, and was not appointed pursuant to any arrangement or understanding with any other person.

On January 10, 2022, David Meredith, the Company’s Chief Executive Officer and a member of the Board, informed the Company that his previously announced resignation from the Board would be effective immediately, rather than on January 30, 2022, as previously disclosed in a Form 8-K filed by the Company on December 9, 2021. As stated in a press release issued by the Company on December 9, 2021, Mr. Meredith’s resignation is not related to any matter regarding the Company’s financial condition, reported financial results, internal controls or disclosure controls and procedures.