Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of President
Effective December 16, 2020, the board of directors (the "Board") of Cloudflare,
Inc. (the "Company") appointed Ms. Michelle Zatlyn, 41, the Company's current
Chief Operating Officer, as the Company's President. Ms. Zatlyn will continue in
her position as the Company's Chief Operating Officer. The compensatory and
other material terms of Ms. Zatlyn's offer letter with the Company, dated August
30, 2019, will remain unchanged except as revised to reflect Ms. Zatlyn's new
title of President and Chief Operating Officer.
Ms. Zatlyn is one of the Company's co-founders and has served as its Chief
Operating Officer since 2016. She previously served as the Company's Head of
User Experience from 2009 until she was appointed as Chief Operating Officer in
2016. Ms. Zatlyn has served as a member of the Company's Board since November
2009. She holds a B.Sc. in Chemistry and Business from McGill University, and an
M.B.A. from Harvard Business School.
There are no arrangements or understandings between Ms. Zatlyn and any other
persons pursuant to which she was appointed President. There are also no family
relationships between Ms. Zatlyn and any director or executive officer of the
Company, and she has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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