Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 1, 2022, the Board appointed Stephen Rohleder to the Board, effective
March 2, 2022. Mr. Rohleder will serve on the Board until his term expires at
the 2022 annual meeting of stockholders at which time he will be nominated for
reelection by the Company's stockholders. The Board determined that Mr. Rohleder
qualifies as an "independent director" under the rules of The Nasdaq Stock
Market, LLC. Mr. Rohleder was selected as a director based on his extensive
experience in the professional services industry and his experience as a leader
of public companies, as summarized below.
Mr. Rohleder, 64, most recently served as Chairman, CEO and President of GTY
Technology Holdings Inc. (Nasdaq: GTYH), a software-as-a-service company that
offers a cloud-based suite of solutions for the public sector in North America,
from May 2019 until March 2020, and served on GTY's board of directors from
October 2016 until March 2020. Mr. Rohleder has been the principal owner of SGR
Equity Investments, a private equity and venture capital company, since August
2015. Mr. Rohleder previously served as Group Chief Executive, North America of
Accenture plc (ACN), a multinational professional services company, from June
2014 until his retirement in August 2015. This position capped a 35-year career
with Accenture during which Mr. Rohleder held several other executive leadership
roles, including Group Chief Executive, Health & Public Service from September
2009 until June 2014, and Chief Operating Officer from September 2004 until
September 2009. He also previously served on the Advisory Board for Apogee Inc.,
the largest provider of on-campus residential networks and video solutions in
higher education, from February 2017 until January 2020 and on the Advisory
Board for Kony, Inc., a cloud-based enterprise mobility solutions company and
mobile application development platform provider, from November 2015 until
December 2019.
Mr. Rohleder holds a Bachelor's degree in Finance from the University of Texas
at Austin.
In connection with his appointment, Mr. Rohleder will receive compensation for
serving on the Board as follows:
• A cash retainer of $22,684 (the pro-rated portion of the $90,000 annual
cash retainer amount paid to all directors for service between the 2021
and 2022 annual meetings of stockholders of the Company); and
• The grant of a number of restricted stock units equal in value to $52,931
as measured by the closing price of the Company's Class A Common Stock,
par value $0.01 per share on March 2, 2022 (rounded down to the nearest
whole share), with such stock grant to vest on March 2, 2023 (such grant
being the pro-rated portion of the $210,000 in restricted stock units,
based on fair market value on date of grant, granted to all directors for
service between the 2021 and 2022 annual meetings of stockholders of the
Company).
Mr. Rohleder has entered into the Company's standard form of indemnification
agreement for directors and officers with the Company.
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