Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Directors
On March 31, 2021, the Board of Directors (the "Board") of Zendesk, Inc. (the
"Company") appointed Brandon Gayle to the Board as a Class II director and Steve
Johnson as a Class III director, effective that day. Mr. Gayle's term will
expire at the Company's 2022 annual meeting of stockholders, and Mr. Johnson's
term will expire at the Company's 2023 annual meeting of stockholders.
Concurrent with each of their appointments to the Board, Mr. Gayle was appointed
to the Audit Committee of the Board and Mr. Johnson was appointed to the
Compensation Committee of the Board.
There are no arrangements or understandings between either Mr. Gayle or
Mr. Johnson and any other persons pursuant to which they were selected to serve
as a director. Additionally, there are no transactions involving the Company and
Mr. Gayle or Mr. Johnson that the Company would be required to report pursuant
to Item 404(a) of Regulation S-K.
Each of Mr. Gayle and Mr. Johnson will be entitled to receive compensation for
their Board and committee service in accordance with the Company's standard
compensation arrangements for non-employee directors pursuant to the Company's
Amended and Restated Non-Employee Director Compensation Policy (the
"Non-Employee Director Compensation Policy"), which is filed as Exhibit 10.1 to
the Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission on April 30, 2019, as adjusted by the Board from time to time.
Additionally, as set forth in the Non-Employee Director Compensation Policy and
in connection with Mr. Gayle's and Mr. Johnson's appointment, the Board has
granted each of Mr. Gayle and Mr. Johnson restricted stock units having a fair
market value equal to $200,000 (in each case, pro-rated for the amount of time
remaining until the anniversary of the most recent annual meeting of
stockholders), based on the average closing price of the Company's common stock
over the 30 trading days prior to the date of grant. The restricted stock units
shall vest in full on the anniversary of the Company's most recent annual
meeting of stockholders, subject to such director's continued service as a
director through the vesting date. The Company has also entered into its
standard form of Indemnification Agreement with each of Mr. Gayle and
Mr. Johnson in connection with their appointment to the Board.
Appointment of Chief Operating Officer
On March 31, 2021, the Company's Board appointed Jeffrey Titterton as Chief
Operating Officer of the Company, effective April 5, 2021.
Mr. Titterton, age 48, has served as the Company's Chief Marketing Officer since
October 2018, until his appointment as Chief Operating Officer. Mr. Titterton
served as the Company's Senior Vice President, Marketing from May 2017 until
October 2018. From January 2017 to May 2017, Mr. Titterton served as the Head of
Global Campaign and Engagement Marketing for Adobe Inc., a software company,
where he also was the Head of Engagement Marketing, Creative Cloud from August
2013 to January 2017. Prior to that, he served as the Chief Marketing Officer
for 99designs, a graphic design marketplace, from August 2011 to August 2013.
Mr. Titterton holds a B.A. in English and a concentration in economics from
Cornell University.
There are no arrangements or understandings between Mr. Titterton and any other
persons pursuant to which he was appointed as Chief Operating Officer. There are
also no family relationships between Mr. Titterton and the executive officers or
directors of the Company, and no transactions involving the Company and
Mr. Titterton that the Company would be required to report pursuant to Item
404(a) of Regulation S-K.
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In connection with Mr. Titterton's appointment as the Chief Operating Officer of
the Company, the Company expects the Compensation Committee of the Board to
approve the following additional compensation for Mr. Titterton:
Salary and Bonus. Mr. Titterton's annual salary rate will be increased to
$400,000 and his target bonus under the Company's Amended and Restated Executive
Incentive Bonus Plan will continue to be 75% of his base salary.
Equity Compensation. Mr. Titterton will be granted an option to purchase shares
of the Company's common stock under the Zendesk, Inc. 2014 Stock Option and
Incentive Plan (the "Stock Plan") valued at $500,000. The number of shares of
the Company's common stock subject to the option will be determined by
multiplying $500,000 by two, then dividing the result by the greater of the
average daily closing price of the Company's common stock for a 30 consecutive
trading day period prior to the date of grant or a floor price determined on a
quarterly basis, with an exercise price equal to the closing price of the
Company's common stock on the date of grant. In addition, Mr. Titterton will be
granted the number of restricted stock units under the Stock Plan equal to
$500,000 divided by the greater of the average daily closing price of the
Company's common stock for a 30 consecutive trading day period prior to the date
of grant or a floor price determined on a quarterly basis. Each of
Mr. Titterton's stock option award and restricted stock unit award will vest
over a period of four years, with 1/48th of the shares subject to each
respective grant vesting each month after the vesting commencement date, subject
to Mr. Titterton's continued employment with the Company on the applicable
vesting date.
Appointment of Chief Technology Officer
On March 31, 2021, the Company's Board appointed Adrian McDermott as its Chief
Technology Officer, effective April 5, 2021. From October 2016 until his
appointment as Chief Technology Officer, Mr. McDermott served as the Company's
President of Products. Mr. McDermott has served on the board of directors of
FireEye, Inc., a security software company, since January 2019. Mr. McDermott
served as the Company's Senior Vice President, Product Development from July
2010 until October 2016. Mr. McDermott holds a B.Sc. in computer science from De
Montfort University.
There are no arrangements or understandings between Mr. McDermott and any other
persons pursuant to which he was appointed as Chief Technology Officer. There
are also no family relationships between Mr. McDermott and the executive
officers or directors of the Company, and no transactions involving the Company
and Mr. McDermott that the Company would be required to report pursuant to Item
404(a) of Regulation S-K.
In connection with Mr. McDermott's appointment as the Chief Technology Officer
of the Company, the Company expects the Compensation Committee of the Board to
approve the following additional compensation for Mr. McDermott:
Equity Compensation. Mr. McDermott will be granted an option to purchase shares
of the Company's common stock under the Stock Plan valued at $500,000. The
number of shares of the Company's common stock subject to the option will be
determined by multiplying $500,000 by two, then dividing the result by the
greater of the average daily closing price of the Company's common stock for a
30 consecutive trading day period prior to the date of grant or a floor price
determined on a quarterly basis, with an exercise price equal to the closing
price of the Company's common stock on the date of grant. In addition,
Mr. McDermott will be granted the number of restricted stock units under the
Stock Plan equal to $500,000 divided by the greater of the average daily closing
price of the Company's common stock for a 30 consecutive trading day period
prior to the date of grant or a floor price determined on a quarterly basis.
Each of Mr. McDermott's stock option award and restricted stock unit award will
vest over a period of three years, with 1/3rd of the shares subject to each
respective grant vesting each year after the vesting commencement date, subject
to Mr. McDermott's continued employment with the Company on the applicable
vesting date.
Resignation of Chief Financial Officer
As previously announced, Elena Gomez will resign from her position as Chief
Financial Officer of the Company. As of March 31, 2021, the Company confirmed
that the final day of employment for Ms. Gomez will be May 5, 2021.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1(1) Amended and Restated Executive Incentive Bonus Plan.
10.2(2) 2014 Stock Option and Incentive Plan, and related form agreements.
104 Cover Page Interactive Data File (embedded within the inline XBRL
document).
(1) Incorporated by reference to Exhibit 10.1 filed with the Company's
Current Report on Form 8-K, filed on February 11, 2015
(File No. 001-36456).
(2) Incorporated by reference to Exhibit 10.2 filed with the Company's
Annual Report on Form 10-K, filed on February 12, 2021
(File No. 001-36456).
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