Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Director
On December 15, 2020, Marcus S. Ryu, a director of Cornerstone OnDemand, Inc.
(the "Company"), resigned as a member of the Company's Board of Directors (the
"Board"), which resignation became effective on December 16, 2020.
Mr. Ryu's resignation was not the result of any disagreement or dispute with the
Company. Prior to his resignation, Mr. Ryu was the chairperson of the Nominating
and Corporate Governance Committee of the Board.
Appointment of New Directors
On December 16, 2020, the Board increased the size of the Board to 11 members
and appointed each of Felicia Alvaro and Nancy Altobello to serve as a director
effective immediately after Mr. Ryu's resignation became effective. Each of
Ms. Alvaro and Ms. Altobello will serve as a director until the Company's 2021
annual meeting of stockholders. The Board also appointed Ms. Alvaro as a member
of the Audit Committee of the Board.
In connection with their appointments as directors and pursuant to the Company's
non-employee director compensation policy, the Board granted each of Ms. Alvaro
and Ms. Altobello a restricted stock unit award to acquire 9,274 shares of the
Company's common stock, which has a target value of $400,000. The restricted
stock unit awards will vest over a three-year period with 1/3 of the restricted
stock units scheduled to vest on each of the first three anniversaries of the
grant date, subject to their continued service on the Board on each applicable
vesting date. The restricted stock unit awards are subject to the terms and
conditions of the Company's 2010 Equity Incentive Plan and its related
agreements. Following their appointment to the Board, Ms. Alvaro and
Ms. Altobello will participate in the compensation program applicable to
all non-employee directors, consisting of an annual cash retainer of $40,000,
additional annual grant retainers for service on a Board committee (including
$10,000 for service on the Audit Committee), and an annual grant of a restricted
stock award valued at $220,000.
The Company also entered into its standard form of indemnification agreement
with each of Ms. Alvaro and Ms. Altobello upon their appointment to the Board.
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CORNERSTONE ONDEMAND, INC. 
