Item 2.02. Results of Operations and Financial Condition.
On November 4, 2021, Alkami Technology, Inc. (the "Company") issued a press
release announcing its financial results for the quarter ending September 30,
2021. A copy of the press release is furnished herewith as Exhibit 99.1 and is
incorporated by reference herein.
The information set forth in this Item 2.02, including Exhibit 99.1, is being
furnished and shall not be deemed "filed" for purposes of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that Section. The information in this Item 2.02, including
Exhibit 99.1, shall not be incorporated by reference into any filing of the
Company under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 3, 2021, the Board of Directors of the Company ("Board"), appointed
Alex Shootman as Chief Executive Officer of the Company, effective November 5,
2021, replacing Michael Hansen who will remain with the Company as Advisor to
the Board, effective November 5, 2021, and will continue to serve on the Board.
In connection with the appointment of Mr. Shootman as Chief Executive Officer,
the Board increased its size to 11 directors and appointed Mr. Shootman as a
Class II director to fill the resulting vacancy and to serve until the Company's
annual meeting of stockholders to be held in 2023. Mr. Shootman will not serve
on any committees of the Board.
Mr. Shootman, age 56, previously served as president and chief executive officer
of Workfront, a cloud-based enterprise work management software company, from
July 2016 until its acquisition by Adobe Inc. in December 2020, after which he
continued to lead the Workfront team as Vice President and General Manager of
Workfront within Adobe until July 2021. Prior to joining Workfront, from
September 2013 to June 2016, he served as president, worldwide field operations
at Apptio, Inc., a provider of cloud-based technology business management
software. He also served as president of Eloqua Corp., an enterprise SaaS
company acquired by Oracle Corporation, from March 2009 to September 2013. Mr.
Shootman has also held executive leadership positions at IBM Corporation, BMC
Software, Vignette Corporation and TeleTech Holdings.
The Company also entered into an employment agreement with Mr. Shootman that
provides the terms and conditions of his employment with the Company. Under the
employment agreement, Mr. Shootman will serve as Chief Executive Officer of the
Company and a member of the Board. The employment agreement provides for Mr.
Shootman to be paid an annual base salary of $450,000 and an annual target bonus
opportunity of 100% of his annual base salary, prorated for 2021. Mr. Shootman
is also entitled to be granted 1,000,000 restricted stock units that vest as to
25% of the restricted stock units on December 8, 2022 and in equal quarterly
installments over three years thereafter. Under the employment agreement, if the
Company terminates Mr. Shootman's employment without cause or Mr. Shootman
resigns for good reason, in each case, more than three months prior to a change
in control or more than two years after a change in control, then Mr. Shootman
is entitled to (i) continued payment of his base salary for a period of 12
months, (ii) up to 12 months of Company-paid healthcare continuation coverage
and (iii) a payment of his prorated target annual bonus. If Mr. Shootman's
employment is terminated by the Company without cause or Mr. Shootman resigns
for good reason, in each case, during the period beginning three months before
and ending two years after a change in control, Mr. Shootman is entitled to
receive (i) a payment equal to the sum of 150% of Mr. Shootman's annual base
salary, 100% of his target annual bonus and a prorated target annual bonus, (ii)
up to 18 months of Company-paid healthcare continuation coverage and (iii) full
accelerated vesting of his outstanding equity awards. Mr. Shootman must provide
a general release of claims against the Company and its affiliates in order to
receive severance benefits.
In connection with Mr. Hansen's departure, the Company entered into a transition
and separation agreement with Mr. Hansen. Under the transition and separation
agreement, Mr. Hansen will transition to the role of Advisor to the Board and
remain employed by the Company through December 17, 2021. The transition and
separation agreement provides for Mr. Hansen to be paid an amount equal to the
sum of his annual base salary and 12 months' of the cost of healthcare
continuation coverage in a single lump sum in exchange for a release of claims,
if any, against the Company and its affiliates. The transition and separation
agreement also provides that Mr. Hansen will serve as a member of the Board
through December 31, 2022. Mr. Hansen's sole compensation while serving on the
Board will be in the continued vesting of his outstanding equity awards. In the
event Mr. Hansen continues to serve on the Board through December 31, 2022, the
vesting of all of his outstanding equity awards will be accelerated as of that
date. Mr. Hansen will have one year after the end of his Board service date to
exercise any vested options.
The foregoing descriptions of Mr. Shootman's employment agreement and Mr.
Hansen's transition and separation agreement do not purport to be complete, and
are qualified in their entirety by reference to the full text of the agreements,
which are filed herewith as Exhibits 10.1 and 10.2, respectively, and are
incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
A copy of the press release issued by the Company on November 4, 2021 announcing
the appointment of Mr. Shootman as Chief Executive Officer is furnished herewith
as Exhibit 99.2 and is incorporated by reference herein.
The information set forth in this Item 7.01, including Exhibit 99.2, is being
furnished and shall not be deemed "filed" for purposes of the Exchange Act, or
otherwise subject to the liabilities of that Section. The information in this
Item 7.01, including Exhibit 99.2, shall not be incorporated by reference into
any filing of the Company under the Securities Act or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
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Item 9.01. Financial Statements and Exhibits.
Exhibit Number
Employment Agreement, effective November 5 , 2021, by
10.1 and between Alkami Technology, Inc. and Alex Shootman
Transition and Separation Agreement, dated November
4 , 2021, by and between Alkami Technology, Inc. and
10.2 Michael Hansen
99.1 Earnings Press Release, dated November 4 , 2021
99.2 Press Release, dated November 4, 2021
Cover Page Interactive Data File (formatted as Inline XBRL and
104 contained in Exhibit 101)
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ALKAMI TECHNOLOGY, INC. 
