Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 14, 2021, Vonage Holdings Corp. ("Vonage" or the "Company") announced
the appointment of Joseph Anthony Bellissimo as the Company's Chief Operating
Officer, effective January 19, 2021.
Mr. Bellissimo, age 56, joins Vonage from International Business Machines
Corporation, a technology and consulting company ("IBM"), where he served as the
General Manager of IBM's U.S. Public and Federal Market division since November
2019. In this role, he was responsible for a multi-billion dollar portfolio
spanning three industries - Healthcare and Life Sciences, Government and
Education, and Defense and Intelligence. In this position, Mr. Bellissimo
focused his efforts on assisting clients with their digital and business
transformations and transition to the cloud.
Mr. Bellissimo previously held multiple other executive positions at IBM
including Global General Manager, Cognitive Process Transformation (IBM Global
Services) from January 2018 to November 2019; General Manager and Chief Revenue
Officer of the Watson Cloud & Platform Unit from January 2014 to December 2017;
Managing Partner of Global SAP Consulting from January 2012 to December 2013;
and Managing Partner of Global and Americas Business Services Communications
from January 2011 to December 2011.
In connection with his appointment, Mr. Bellissimo entered into an employment
arrangement with the Company and will be entitled to an initial annual base
salary of $600,000, a one-time sign-on cash bonus of $2 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. Bellissimo will receive the following equity
grants under the Company's Amended and Restated 2015 Incentive Plan:

•A one-time, sign-on award of $3.5 million of time-vesting restricted stock
units, which will vest in three equal installments on the first, second, and
third anniversaries of the date of award, subject to Mr. Bellissimo's continued
employment on such dates ("RSUs")
•In respect of the Company's annual grant cycle, an award of $2.5 million,
consisting of $1 million of RSUs and $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.
There are no arrangements or understandings between Mr. Bellissimo 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.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits

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

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