Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer
On April 27, 2021, the Company’s Board of Directors (the “Board”) appointed Shelagh Glaser, 57, as the Chief Financial Officer, principal financial officer, and principal accounting officer of the Company, effective May 28, 2021, subject to the commencement of her employment.
Ms. Glaser served in senior finance roles at Intel Corporation, a multinational technology company, including serving as its Corporate Vice President and Chief Financial Officer and Chief Operating Officer for the Data Platform Group since July 2019 and serving as its Corporate Vice President and Chief Financial Officer and other senior roles for the Client Computing Group from December 2013 to July 2019. Ms. Glaser holds a Bachelor of Arts in Economics from the University of Michigan and a Masters in Business Administration from Carnegie Mellon University.
There are no arrangements or understandings between Ms. Glaser and any other persons pursuant to which she was appointed as the Chief Financial Officer and the principal financial officer of the Company. There are also no family relationships between Ms. Glaser and the executive officers or directors of the Company, and no transactions involving the Company and Ms. Glaser that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
The Company entered into a letter agreement with Ms. Glaser (the “Glaser Offer Letter”) dated April 27, 2021, establishing her compensation as Chief Financial Officer as summarized below. In connection with Ms. Glaser’s appointment as the Chief Financial Officer and the principal financial officer of the Company, the Company’s Compensation Committee of the Board approved the following compensation for Ms. Glaser on April 27, 2021:
Salary and Bonus. Ms. Glaser’s annual salary rate will be $475,000 and her target bonus under the Company’s Amended and Restated Executive Incentive Bonus Plan will be 75% of her annual salary rate. In addition, Ms. Glaser will receive a sign-on bonus of $500,000, to be paid to Ms. Glaser on the first payroll date following commencement of her employment. Ms. Glaser will earn $250,000 of such bonus on the first anniversary of her employment with the Company and $250,000 of such bonus will be earned on a pro rata monthly basis beginning on the first anniversary of her employment with the Company and ending on the second anniversary of her employment with the Company.
Equity Compensation. Ms. Glaser will be granted an option to purchase shares of the Company’s common stock under the Stock Plan valued at $5,000,000. The number of shares of the Company’s common stock subject to the option will be determined by multiplying $5,000,000 by two, then dividing the result by the greater of the average daily closing price of the Company’s common stock for a 30 consecutive trading day period prior to the date of grant or a floor price determined on a quarterly basis, with an exercise price equal to the closing price of the Company’s common stock on the date of grant. In addition, Ms. Glaser will be granted the number of restricted stock units under the Stock Plan equal to $5,000,000 divided by the greater
of the average daily closing price of the Company’s common stock for a 30 consecutive trading day period prior to the date of grant or a floor price determined on a quarterly basis. Each of Ms. Glaser’s stock option award and restricted stock unit award will vest over a period of four years, with 25% of the restricted stock units vesting one year following the vesting commencement date, and the remainder vesting in equal monthly installments for 36 months thereafter, subject to Ms. Glaser’s continued employment with the Company on the applicable vesting date. Ms. Glaser will also be eligible to receive an equity refresh grant during the next applicable compensation cycle in 2022 representing a number of shares of the Company’s common stock valued at approximately $4,000,000 in accordance with the Company’s regular compensation practices, subject to Ms. Glaser’s continued employment in good standing through the date of grant.
Change of Control. Ms. Glaser is eligible to participate in the Company’s Change in Control Acceleration Plan (the “Acceleration Plan”) which is incorporated herein by reference. Assuming Ms. Glaser participates in the Acceleration Plan, in the event her employment is terminated on or within 12 months following the date of a change in control (as defined in the Acceleration Plan) either (i) by the Company other than for cause (as defined in the Acceleration Plan), death or disability, or (ii) by Ms. Glaser with good reason (as defined in the Acceleration Plan), all outstanding stock options and other stock-based awards that are subject to time-based vesting and that are then held by Ms. Glaser will immediately accelerate and become exercisable or nonforfeitable, as applicable, as of the date of such a termination.
Ms. Glaser will also enter into the Company’s standard form of indemnification agreement, which is incorporated herein by reference. The foregoing description of the Glaser Offer Letter is qualified in its entirety by reference to the full text of the Glaser Offer Letter, which the Company will file with its Quarterly Report on Form 10-Q for the quarter ending March 31, 2021.
Appointment of Deputy Chief Financial Officer and Interim Principal Financial Officer
On April 27, 2021, the Company’s Board appointed Marc Cabi as the Deputy Chief Financial Officer and, effective May 5, 2021, interim principal financial officer of the Company. Upon Ms. Glaser’s commencement of employment, currently expected to be May 28, 2021, Ms. Glaser will replace Mr. Cabi as principal financial officer of the Company, and Mr. Cabi will continue to be the Company’s Deputy Chief Financial Officer.
Mr. Cabi, age 60, has served as the Company’s Senior Vice President of Finance and Strategy and Head of Investor Relations from April 2020 to April 2021. Prior to that, Mr. Cabi served as the Company’s vice president and head of investor relations since September 2013. Mr. Cabi holds a Bachelor of Science in Business Administration from Ohio State University Fisher College of Business, as well as a Masters of Business Administration from Case Western Reserve University.
There are no arrangements or understandings between Mr. Cabi and any other persons pursuant to which he was appointed as the Deputy Chief Financial Officer and interim principal financial officer of the Company. There are also no family relationships between Mr. Cabi and the executive officers or directors of the Company, and no transactions involving the Company and Mr. Cabi that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
Appointment of Interim Principal Accounting Officer
On April 27, 2021, the Company’s Board appointed Jaime Dreikosen as the interim principal accounting officer of the Company, effective May 5, 2021. Upon Ms. Glaser’s commencement of employment, Ms. Glaser will replace Ms. Dreikosen as the Company’s principal accounting officer of the Company, and Ms. Dreikoson will continue to be the Company’s Corporate Controller.
Ms. Dreikosen, 43, has served as the Corporate Controller of the Company since March 2020. Prior to that, she served as the Vice President and Corporate Controller of Glassdoor, Inc., a job search site, from November 2017 to March 2020, and served in senior financial roles at Pandora Media, Inc., from October 2012 to June 2016, including as its Assistant Controller. Ms. Dreikosen holds a Bachelor of Arts in Business Economics from the University of California, Santa Barbara.
There are no arrangements or understandings between Ms. Dreikosen and any other persons pursuant to which she was appointed as the principal accounting officer of the Company. There are also no family relationships between Ms. Dreikosen and the executive officers or directors of the Company, and no transactions involving the
Company and Ms. Dreikosen that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.