Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
OnNovember 15, 2022 ,DigitalOcean Holdings, Inc. (the "Company") entered into an employment agreement withW. Matthew Steinfort (the "Steinfort Agreement") to serve as Chief Financial Officer of the Company, effective as ofJanuary 2023 (the "Employment Date"). The Company previously announced that its current Chief Financial Officer,William Sorenson , entered into a transition agreement (the "Transition Agreement") that set forth the terms ofMr. Sorenson's retirement upon the appointment of his successor. Pursuant to the terms of the Transition Agreement,Mr. Sorenson will continue to serve as Chief Financial Officer until the Employment Date, after which he will become an Executive Advisor untilAugust 31, 2023 . A copy of the Transition Agreement was filed as Exhibit 10.2 to the Company's Form 8-K filed onAugust 8, 2022 .Mr. Steinfort , age 52, has served as the Chief Financial Officer of Zayo Group Holdings, Inc., a provider of telecommunications infrastructure services, sinceSeptember 2017 and, prior to serving in such capacity,Mr. Steinfort served as the Executive Vice President, Corporate Strategy, Development and Administration at Zayo fromNovember 2016 throughSeptember 2017 . FromFebruary 2006 throughNovember 2016 ,Mr. Steinfort served as Co-Founder and Chief Executive Officer ofEnvysion, Inc. , a video intelligence SaaS company, where he also served on the board of directors fromJanuary 2013 until its merger with Motorola Solutions, Inc. inNovember 2021 . Previously,Mr. Steinfort was the Senior Vice President of Corporate Strategy atICG Communications , a communications company that provided data and voice services, and held a variety of vice president roles at Level 3 Communications, an internet and telecommunications provider. Earlier in his career,Mr. Steinfort held positions at management consultancyBain & Company and IT consultancyCambridge Technology Partners .Mr. Steinfort received a B.S.E. inCivil Engineering and Operations Research fromPrinceton University and an M.B.A. from theMIT-Sloan School of Management . The Steinfort Agreement has no specific term and provides for at-will employment. Effective as of the Employment Date,Mr. Steinfort will be paid an annual base salary of$450,000 and will be eligible for a target annual discretionary performance bonus of up to 65% of his annual base salary, based on individual and corporate performance goals.Mr. Steinfort will receive a restricted stock unit award valued at$14 million , with 25% of the shares underlying the grant scheduled to vest after one (1) year and the remaining shares vesting in 12 equal quarterly installments thereafter, subject to his continued service. In connection with the commencement of his employment,Mr. Steinfort will also receive a one-time sign-on bonus equal to$252,000 , which is subject to repayment on a pro-rata basis in the eventMr. Steinfort's employment is terminated voluntarily or by the Company for cause within 12 months of the Employment Date. Under the Steinfort Agreement,Mr. Steinfort is eligible to receive benefits if he resigns for "good reason" or the Company terminates his employment without "cause" (each as defined in the Steinfort Agreement), including in connection with a "change in control" (as defined in the Steinfort Agreement), and if he dies or is "disabled" (as defined in the Company's 2021 Equity Incentive Plan and subject to the criteria set forth in the Steinfort Agreement), upon the same terms and conditions as the Company's non-Chief Executive Officer named executive officers. A description of the material terms and conditions of these benefits is set forth in the Company's definitive proxy statement for the 2022 Annual Meeting of Stockholders filed onApril 20, 2022 under the headings "Employment Arrangements -Gabriel Monroy " and "-Alan Shapiro ," which is incorporated herein by reference herein.
The foregoing summary of the material terms of the Steinfort Agreement is qualified in its entirety by reference to the Steinfort Agreement, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
Except as disclosed herein, there is no arrangement or understanding betweenMr. Steinfort and any other person pursuant to which he was appointed as the Company's Chief Financial Officer. There are no family relationships betweenMr. Steinfort and any of the Company's directors or executive officers andMr. Steinfort is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. In connection with his appointment as Chief Financial Officer,Mr. Steinfort will execute the Company's standard form of indemnification agreement, which was filed as Exhibit 10.6 to the Company's Form S-1 filed onFebruary 25, 2021 . OnNovember 17, 2022 , the Company issued a press release announcingMr. Steinfort's appointment as the Company's Chief Financial Officer. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Employment Agreement betweenDigitalOcean, LLC
and
dated November 15 , 2022. 99.1 Press release issued by DigitalOcean Holdings,
Inc., dated
2022. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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