Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
On September 3, 2020, the Company announced that its Board of Directors (the “Board”) appointed Michael Sheridan as President of International. In connection with this appointment, he will step down as the Company’s Chief Financial Officer. Mr. Sheridan’s current compensation arrangements will remain unchanged. Mr. Sheridan’s appointment is contingent and effective immediately upon the later of (i) the filing of the Company’s Quarterly Report on Form 10 Q for the quarter ended July 31, 2020 and (ii) September 8, 2020.
(c)
On August 28, 2020, the Board appointed Cynthia Gaylor, 47, to serve as the Company’s Chief Financial Officer, contingent and effective immediately upon the later of (i) the filing of the Company’s Quarterly Report on Form 10 Q for the quarter ended July 31, 2020 and (ii) September 8, 2020 (such time of appointment, the “Effective Time”). Ms. Gaylor will also succeed Mr. Sheridan as “principal financial officer” and “principal accounting officer” of the Company within the meaning of Rule 16a-1(f) under the Exchange Act as of the Effective Time. Ms. Gaylor currently serves as a member of the Board and previously served as a member of the Board’s Audit Committee. Ms. Gaylor resigned from the Audit Committee effective August 28, 2020 and has tendered her resignation as a member of the Board as of the Effective Time due to her concurrent appointment as Chief Financial Officer. Ms. Gaylor’s decision to resign as a member of the Board is not a result of any disagreement with us regarding any matter relating to our operations, policies or practices. The Board appointed Teresa Briggs to succeed Ms. Gaylor as chair of the Audit Committee effective August 28, 2020.
Ms. Gaylor has served on the Company’s Board since December 2018. Ms. Gaylor served as Senior Vice President and Chief Financial Officer of Pivotal Software, Inc., a multinational software and services company, from May 2016 to December 2019. Prior to joining Pivotal Software, Ms. Gaylor was an independent strategic advisor from November 2014 to May 2016. From June 2013 to October 2014, Ms. Gaylor was the Head of Corporate Development and an Advisor at Twitter, Inc. Prior to Twitter, Ms. Gaylor was a Managing Director at Morgan Stanley, serving in various positions in the technology investment banking group between March 2006 and May 2013. Ms. Gaylor received a B.S. degree in Economics from The Wharton School of the University of Pennsylvania.
Ms. Gaylor does not have any family relationships with any of the Company’s directors or executive officers and, since the beginning of the Company’s last fiscal year, there have been no transactions between the Company and Ms. Gaylor or any member of her immediate family that would require disclosure pursuant to Item 404(a) of Regulation S-K of the Securities Act, except for the director compensation previously disclosed in the Company’s proxy statement filed with the Securities and Exchange Commission on April 15, 2020 and the arrangements described in this Current Report on Form 8-K.
(d)
On August 28, 2020, following the recommendation of the Nominating and Corporate Governance Committee, the Board appointed James Beer to the Board to serve as a director of the Company, effective August 28, 2020. In connection with Mr. Beer’s appointment, the Board increased the authorized size of the Board to 10 members until the Effective Time of Ms. Gaylor’s resignation from the Board, whereupon the authorized size of the Board will be reduced to nine members. Mr. Beer will serve as a Class II director whose term will expire at the Company’s 2023 Annual Meeting of Stockholders, which is the next stockholder meeting at which Class II directors will be elected, and until Mr. Beer’s successor shall have been duly elected and qualified, or until Mr. Beer’s earlier death, resignation, disqualification or removal. The Board also appointed Mr. Beer to serve as a member of the Audit Committee, effective August 28, 2020. The Board determined that Mr. Beer qualifies as an independent director pursuant to the Securities Act and the listing standards of the Nasdaq Stock Market, meets the further audit
committee standards required by SEC Rule 10A-3, and is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K of the Securities Act.
There is no arrangement or understanding between Mr. Beer and any other person pursuant to which Mr. Beer was selected as a director. Mr. Beer has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K of the Securities Act. Mr. Beer will receive compensation for his service as a member of the Board in accordance with the Company’s Amended and Restated Director Compensation Policy.
Mr. Beer has also entered into the Company’s standard form of indemnity agreement, which is attached as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 28, 2018 (File No. 333-223990).