Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(c) On August 22, 2022, Edgio, Inc. (“Edgio”) announced that Stephen Cumming, previously CFO at Cambian Networks, has been named Chief Financial Officer and Treasurer.
Stephen Cumming joins Edgio as Chief Financial Officer and brings more than 30 years of experience in infrastructure, SaaS and semiconductor industries. Stephen brings significant process improvement, systems implementation, policy development and investor relations experience to Edgio. Mr. Cumming is an accomplished executive with a vision for continuous improvement, including performance-driven, growth through acquisition, high growth transformation, strategic WW operational planning, and public market investor relations. Prior to joining Edgio, Mr. Cumming was Chief Financial Officer at Cambium Networks for four years. Prior to Cambirm Networks, Stephen was the CFO at privately-held SaaS company, Kenandy, which was successfully sold to Rootstock. Prior to that, Stephen held senior leadership positions as CFO at Atmel Corporation and Fairchild Semiconductor. Stephen graduated from the University of Surrey and is a UK Chartered Management Accountant.
Edgio entered into an employment agreement with Mr. Cumming (the “Agreement”). The Agreement provides that Mr. Cumming will commence performance of duties on August 22, 2022 (the “Effective Date”). Mr. Cummings will receive a base salary of $450,000 and he is eligible to receive a target annual cash incentive bonus of $337,500 for calendar year 2022, which shall be prorated for the portion of calendar year 2022 during which Mr. Cumming is employed with Edgio. The actual earned annual cash incentive, if any, will be payable upon the achievement of performance goals established or approved by the Board or by the Compensation Committee (“Committee”) of the Board.
Edgio will issue to Mr. Cumming $2,300,000 worth of equity awards in the form of Restricted Stock Units (“RSUs”) and an option to purchase shares of Edgio’s common stock (“Options”) pursuant to our Amended and Restated 2007 Equity Incentive Plan (the “Plan”). The initial equity award will be split in value between RSUs and Options, with 50% of the value represented by RSUs and 50% represented by Options. One-fourth (1/4) of the RSUs will vest on September 1, 2023, and the remaining three-fourths (3/4) will vest in equal quarterly installments thereafter for three additional years, provided Mr. Cumming continues to be a Service Provider through each such vesting date. One-fourth (1/4) of the Options will vest on the first anniversary of the Effective Date, and the remaining three-fourths (3/4) will vest in 36 equal monthly installments, beginning one month after the first anniversary of the Effective Date, provided Mr. Cumming continues to be a Service Provider through each such vesting date.
In the event that Mr. Cumming’s employment is terminated by Edgio without Cause or if Mr. Cumming terminates voluntarily for Good Reason, and the termination is not in Connection with a Change of Control, as each such term is defined in the Agreement, Mr. Cumming will receive continued payment of his base salary for the year in which the termination occurs for 12 months, the actual earned cash incentive, if any, payable to Mr. Cumming for the year in which the termination occurs, pro-rated to the date of termination, and reimbursement for premiums paid for continued health benefits under Edgio’s health plan until the earlier of 12 months or the date upon which Mr. Cumming and his eligible dependents become covered under similar plans.
In the event that Edgio consummates a Change of Control transaction, defined as the consummation of a merger or consolidation or the approval of a plan of complete liquidation or for the sale or disposition of all or substantially all of Edgio’s assets, 50% of Mr. Cumming’s then outstanding unvested equity awards will vest immediately.