Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers

On November 27, 2020, the board of directors (the "Board") of Ping Identity Holding Corp. (the Company") appointed Martin Taylor as a member of the Board. Mr. Taylor will serve as a Class I director until the Company's 2024 Annual Meeting of Stockholders and until such time as his successor is duly elected and qualified, or until his earlier death, resignation or removal. Mr. Taylor was also appointed to serve on the Compensation and Nominating Committee of the Board. Mr. Taylor fills the vacancy on the Board created by the resignation of Brian Sheth, who resigned from the Board and as Chairman effective November 26, 2020. Mr. Sheth's decision to resign was not due to any disagreement with the Company's operations, policies or practices. The Board also appointed current director Michael Fosnaugh to serve as Chairman of the Board.

Martin Taylor, 50, is an Operating Managing Director at Vista Equity Partners. In his capacity as an Operating Managing Director he works with the leadership teams in the Vista portfolio creating value. Mr. Taylor currently serves on the board of multiple Vista portfolio companies, including Jamf Holding Corp. He also works on a variety of cross portfolio initiatives. Prior to joining Vista in 2006, Mr. Taylor spent over 13 years at Microsoft in various capacities, including roles managing corporate strategy, sales, product marketing and various segment focused teams in North America and Latin America. Mr. Taylor attended George Mason University.

In connection with his appointment, the Company will enter into its standard form of indemnification agreement with Mr. Taylor, the form of which was filed as Exhibit 10.8 to the Company's Registration Statement filed with the Securities and Exchange Commission (the "SEC") on Form S-1 on August 23, 2019. Mr. Taylor was nominated as a director to fill the vacancy created by Mr. Sheth's departure by VEP Group, LLC pursuant to the Director Nomination Agreement, dated as of September 23, 2019, by and among the Company, Vista Equity Partners Fund VI, L.P., Vista Equity Partners Fund VI-A, L.P., VEPF VI FAF, L.P. and VEP Group, LLC, which was filed as Exhibit 10.1 to the Company's Current Report filed with the SEC on Form 8-K on September 24, 2019. Mr. Taylor was not selected as a director pursuant to any other arrangements or understandings with the Company or with any other person. Mr. Fosnaugh was designated to serve as Chairman of the Board pursuant to Article III, Section 6 of the Company's Amended and Restated Bylaws, by Vista Equity Partners Fund VI, L.P., Vista Equity Partners Fund VI-A, L.P., VEPF VI FAF, L.P., Vista Equity Partners Fund VI GP, L.P., VEPF VI GP, Ltd., VEPF Management, L.P. and VEP Group, LLC.

© Edgar Online, source Glimpses