Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director
On October 15, 2021, Brittany Bagley resigned from the board of directors (the
"Board") of Transphorm, Inc. (the "Company"), effective immediately. Ms.
Bagley's resignation is not due to any disagreement with the Company on any
matter relating to the Company's operations, policies or practices.
Appointment of Director
On October 19, 2021, the Board appointed Cynthia Moreland to the Board,
effective as of October 20, 2021, to serve as a Class I director with a term
expiring at the Company's annual meeting of stockholders to be held in 2021. In
addition, the Board appointed Ms. Moreland to the audit committee and the
nominating and governance committee of the Board. A copy of the Company's press
release announcing the appointment of Ms. Moreland as a director is filed as
Exhibit 99.1 and is incorporated herein by reference.
Ms. Moreland has over 30 years of experience working as an attorney within the
technical field, including fifteen years as a general counsel, and over 20 years
as a chief compliance officer. Since April 2021, she has served as the general
counsel of Care.com, an online marketplace for various care services and a
subsidiary of IAC/InterActiveCorp (Nasdaq: IAC). From March 2017 to April 2021,
Ms. Moreland served as senior vice president and general counsel for IAC
Applications, an operating business within IAC/InterActiveCorp that included the
Mosaic Group, the mobile application division of IAC/InterActiveCorp. From
February 2016 to March 2017, she served as an independent strategic advisor to
various law firm and business clients. Ms. Moreland holds a B.A. degree in
English as well as a J.D. from the University of Mississippi.
In connection with Ms. Moreland's appointment to the Board and effective as of
October 20, 2021, the Board granted to her an award of restricted stock units
covering 30,000 shares of the Company's common stock and a stock option to
purchase 50,000 shares of the Company's common stock. These equity awards will
vest over four years, with one-fourth of the shares subject to each award
vesting on the first anniversary of the grant date, and the remaining shares
vesting equally over the next three years on a quarterly basis, subject to
continued service on the Board on the applicable vesting date. The equity awards
are subject to the terms and conditions of the Company's 2020 Equity Incentive
Plan and its related grant agreements.
Ms. Moreland will enter into the Company's standard form of indemnification
agreement, a copy of which was previously filed on February 14, 2020 as Exhibit
10.18 to the Company's Current Report on Form 8-K.
There are no arrangements or understandings between Ms. Moreland and any other
persons pursuant to which she was elected to serve on the Board.
Ms. Moreland is not a party to any transaction with any related person required
to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the
Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
99.1 Press release issued by Transphorm, Inc., dated October 20, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
2
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Transphorm, Inc.
Dated: October 20, 2021 By: /s/ Cameron McAulay
Cameron McAulay
Chief Financial Officer© Edgar Online, source Glimpses
TRANSPHORM, INC. 
