Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 21, 2020, the board of directors (the "Board") of Yext, Inc. (the
"Company") approved an increase in the number of authorized directors from eight
to nine and elected Hillary Smith as a Class II member of the Board to fill the
vacancy. Ms. Smith's term will expire at the 2022 annual meeting of
stockholders. The Board has also determined Ms. Smith will be serving on the
Compensation Committee of the Board.
Hillary Smith has served as an operating partner at Craft Ventures since
September 2019 and also serves as a consultant to various technology companies.
Previously, Ms. Smith served as general counsel at a number of public and
private technologies companies most recently Square, Inc., from December 2016 to
March 2018. From July 2015 to October 2016, Ms. Smith served as general counsel
and corporate secretary for Zenefits, and from May 2010 to June 2015, she served
as general counsel to SuccessFactors, Inc. Ms. Smith has served on the Board of
Directors at Elevate Services, Inc., a private company that offers consulting,
technology, and services to law departments and law firms, since November 2018
and also serves on the advisory boards of other technology companies and
non-profits. Ms. Smith holds a B.A. in History from Montana State
University-Bozeman and a J.D. from Cornell Law School.
Ms. Smith is eligible to receive compensation as outlined in the Company's
outside director compensation policy described in the Company's proxy statement
dated April 23, 2020. Pursuant to this policy, the Company's outside directors
are eligible to receive an annual cash retainer based on their general service
on the Board and additional cash retainers for participation or serving as
chairperson of certain committees of the Board. Under the policy, a non-employee
director can elect to receive such cash compensation in the form of equity
awards. The Company's outside directors are also eligible to receive equity
awards under the Company's 2016 Equity Incentive Plan (the "Plan").
In connection with her election to the Board, Ms. Smith has been awarded an
initial grant of restricted stock units having a value, as defined under the
policy, of $300,000 at the time of grant under the Plan, or 18,007 restricted
stock units. This award will vest in approximately equal installments annually
over a three-year period, subject to continued service through each vesting
date. The Company's outside directors are also entitled to an annual grant of
restricted stock or restricted stock units having a value, as defined under the
policy, of $150,000 at the time of grant, provided the non-employee director has
served on the Company's Board of Directors for at least the preceding six
months. This annual award will vest as to 100% of the shares on the one-year
anniversary of the date of grant or upon a change of control. The Board has
discretion to accelerate or modify such vesting schedule. Finally, the Company
reimburses its non-employee directors for all reasonable out-of-pocket expenses
incurred in the performance of their duties as directors.
In connection with her election, Ms. Smith entered into the Company's standard
indemnification agreement for directors and officers.
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