Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 17, 2022, the Board of Directors (the "Board") of Schrödinger, Inc. (the
"Company"), upon the recommendation of the Nominating and Corporate Governance
Committee of the Board, elected Arun Oberoi as a member of the Board, effective
immediately. Mr. Oberoi will serve as a class I director with a term expiring at
the 2024 annual meeting of stockholders and thereafter until his successor has
been duly elected and qualified or until his earlier death, resignation or
removal. Mr. Oberoi will also serve on the Audit Committee of the Board.
From April 2012 to August 2021, Mr. Oberoi served as the Executive Vice
President of Global Sales and Services at Red Hat, Inc., a provider of
enterprise open-source software solutions, which was acquired by International
Business Machines Corporation ("IBM") in July 2019. Prior to that, from December
2010 to January 2012, Mr. Oberoi served as President and Chief Executive Officer
of Viridity Software, Inc., a data center infrastructure management company.
From March 2008 to June 2010, Mr. Oberoi served as Chief Executive Officer of
Aveksa, Inc., an access governance and management software company. From January
2004 to February 2006, Mr. Oberoi was Executive Vice President of Global Sales
and Technical Services at Micromuse, Inc. ("Micromuse"), a provider of network
and service management solutions. Micromuse was acquired by IBM in February
2006, where Mr. Oberoi subsequently served as Vice President within IBM Tivoli
until March 2008. Prior to joining Micromuse, Mr. Oberoi held a series of senior
executive positions at Hewlett-Packard Company from August 1997 until December
2003, including as vice president and general manager, worldwide corporate
accounts and industries, sales and marketing. Mr. Oberoi serves on the board of
directors of Proofpoint, Inc., an enterprise security company, and Talend S.A.,
an open source integration software provider, which are both portfolio companies
of Thoma Bravo, L.P., and Deeplite, Inc., a provider of intelligent AI
optimization software. Mr. Oberoi received a B.A. from the University of Delhi
and an M.B.A. from Northwestern University.
There are no arrangements or understandings between Mr. Oberoi and any other
persons pursuant to which he was elected as a director. There are no
transactions in which Mr. Oberoi has an interest requiring disclosure under Item
404(a) of Regulation S-K of the Securities Act of 1933, as amended.
Mr. Oberoi will receive compensation for his service as a non-employee director
and for committee service in accordance with the Company's Third Amended and
Restated Director Compensation Policy, a copy of which was filed as Exhibit 10.3
to the Company's Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 4, 2022, including the award of a one-time
nonqualified stock option under the Company's 2020 Equity Incentive Plan to
purchase 30,223 shares of common stock, $0.01 par value per share, of the
Company (the "Common Stock") having an aggregate value of $380,000 as of the
date of his initial election to the Board, determined using a Black-Scholes
valuation model, at an exercise price of $24.77 per share, which was equal to
the closing price of the Common Stock on the Nasdaq Global Select Market on the
effective date of Mr. Oberoi's election.
In addition, in connection with his election, Mr. Oberoi will enter into the
Company's standard form of indemnification agreement, a copy of which was filed
as Exhibit 10.21 to the Company's Registration Statement on Form S-1 (File No.
333-235890) filed with the Securities and Exchange Commission on January 10,
2020. Pursuant to the terms of the indemnification agreement, the Company may be
required, among other things, to indemnify Mr. Oberoi for certain expenses
(including attorneys' fees), judgments, fines and settlement amounts actually
and reasonably incurred by him in any action or proceeding arising out of his
service as a director of the Company.
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