Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 28, 2021, Vonage Holdings Corp. ("Vonage" or the "Company") announced
the appointment of Stephen A. Lasher as the Company's Chief Financial Officer,
effective January 29, 2021. Mr. Lasher succeeds Mr. Timothy Shaughnessy, Interim
Chief Financial Officer. Mr. Shaughnessy is expected to remain with the Company
in his current position through February 28, 2021 for transition purposes.
Mr. Lasher, age 51, joins Vonage from International Business Machines
Corporation, a technology and consulting company ("IBM"), where he served as
Vice President, Finance (IBM Global Markets and Integrated Accounts) since April
2020. In this role, he was responsible for IBM's financial operations,
strategies, management, and controls for IBM's multi-billion dollar sales
function to drive client adoption of hybrid cloud and artificial intelligence
for enterprises in all industries and regions.
Mr. Lasher previously held multiple other executive positions at IBM including
Vice President, Finance (IBM Global Business Services) from January 2018 to
April 2020; Vice President, Finance (IBM Cloud) from January 2015 to December
2017; Vice President, Finance (IBM Software Group) from August 2014 to January
2015; and Vice President, Finance (Software & Cloud Solutions Group) from
November 2013 to August 2014.
There are no arrangements or understandings between Mr. Lasher and any other
person pursuant to which he was selected as an executive officer of the Company.
He has no direct or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment, Mr. Lasher entered into an employment
agreement with the Company and will be entitled to an initial annual base salary
of $650,000, a one-time sign-on cash bonus of $1.5 million, and he will be
eligible to earn an annual performance bonus equal to 100% of his base salary in
accordance with the Company's annual bonus program for senior executives.
Following his appointment, Mr. Lasher will receive the following equity grants
under the Company's Amended and Restated 2015 Incentive Plan:
•A one-time, sign-on award of $3 million of time-vesting restricted stock units,
which will vest in three equal installments on the first six months, first year,
and second year anniversaries of the date of award, subject to Mr. Lasher's
continued employment on such dates (the "Sign-on RSUs")
•In respect of the Company's annual grant cycle, an award of $2.5 million,
consisting of (i) $1 million of time-vesting restricted stock units, which will
vest in three equal installments on the first, second, and third year
anniversaries of the date of award, subject to Mr. Lasher's continued employment
on such dates (the ("Annual RSUs"), and (ii) $1.5 million of performance-based
restricted stock units ("PRSUs"), which will be subject to the same performance
criteria as the PRSUs granted to the senior executives of the Company in the
2021-2023 performance cycle.
The Company will provide or reimburse Mr. Lasher for reasonable corporate
housing located near the Company's headquarters for up to twelve (12) months in
an amount not to exceed $5,000 per month, and other relocation benefits in
accordance with Company policy.
If Mr. Lasher's employment is terminated by the Company without "Cause" or by
Mr. Lasher for "Good Reason," Mr. Lasher will receive (i) a severance payment
equal to twelve (12) months of Mr. Lasher's annual base salary, (ii) a bonus
payment equal to 100% of his annual performance bonus regardless of the
performance metrics achieved, (iii) twelve (12) months continued vesting of his
Sign-on RSUs and Annual RSUs from the date of termination, (iv) twelve (12)
months continued vesting of his PRSUs eligible to vest, based on the actual
level of performance achieved through the end of the full performance period,
and (v) a payment equal to twelve (12) months of COBRA coverage.
If Mr. Lasher's employment is terminated due to death or disability, he (or his
estate) is entitled to 50% of all Sign-on RSUs and Annual RSUs, and at least 50%
of unvested PRSUs, or a pro-rated fraction thereof if his service exceeds 50% of
the performance period.
Mr. Lasher will be subject to customary confidentiality and conflicts of
interests restrictions. Additionally, Mr. Lasher has executed and is subject to
the terms of the Company's Employment Covenants Agreement.
The above summary of Mr. Lasher's employment agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of Mr.
Lasher's employment agreement, a copy of which is attached hereto as Exhibit
10.1 and is incorporated by reference in this Current Report on Form 8-K. The
Company also issued a press release announcing Mr. Lasher's appointment as Chief
Financial Officer. A copy of the press release is furnished as Exhibit 99.1.



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Item 9.01. Financial Statements and Exhibits
(d) Exhibits

See accompanying Exhibit Index for a list of the exhibits filed or furnished with this Current Report on Form 8-K.

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