Item 5.02 Departure of Directors or Certain Officers? Election of Directors;
Appointment of Certain Officers? Compensatory Arrangements of Certain Officers.
As previously disclosed, CyrusOne Inc., a Maryland corporation (the "Company"),
and Diane Morefield agreed that Ms. Morefield would, in connection with her
retirement, transition from the position of Executive Vice President and Chief
Financial Officer, effective as of December 31, 2020 or such earlier date as
determined by the Company. On October 6, 2020, the Board of Directors of the
Company elected Katherine Motlagh as Executive Vice President and Chief
Financial Officer, which will be effective as of October 30, 2020. As
previously disclosed, Ms. Morefield will remain employed full-time with the
Company and its subsidiaries until December 31, 2020, and then part-time through
March 1, 2021 with the title of "Consultant".
Ms. Motlagh - Biographical Information and Compensation Arrangements
Ms. Motlagh, age 46, has more than 25 years of experience in financial
leadership and public accounting roles. Ms. Motlagh is currently Chief
Financial Officer for the Europe, Africa and Latin America regions at American
Tower Corporation, a global infrastructure REIT which develops, owns, and
operates multitenant communications real estate. In her role, Ms. Motlagh is
responsible for providing strategic leadership and oversight of finance
activities, periodic financial planning, reporting and analysis and management
of operational finance and accounting functions, tax planning and internal
controls and compliance for international businesses in 18 countries. Before
joining American Tower in 2015, Ms. Motlagh served as Customer Unit CFO at
Ericsson, Inc. and as Divisional CFO/Senior Business Controller at Nokia, Inc.
Ms. Motlagh has also held a variety of finance and accounting leadership roles
at Nextel Communications, Inc., AmerisourceBergen Corporation and Coopers &
Lybrand, L.L.P. (now PricewaterhouseCoopers, LLP). Ms. Motlagh is both a
licensed Certified Public Accountant and a Certified Management Accountant.
There is no family relationship between Ms. Motlagh and any of the Company's
directors or executive officers. Ms. Motlagh has no interest in any transactions
that would require disclosure pursuant to Item 404(a) of Regulation S-K.
In connection with Ms. Motlagh's election, the Company provided Ms. Motlagh with
an offer letter (the "Offer Letter"), that provides for indefinite, at-will
employment as Executive Vice President and Chief Financial Officer of the
Company. The Offer Letter provides that Ms. Motlagh will be paid an annual base
salary of $500,000 and be eligible to receive an annual performance bonus with a
target amount equal to 100% of her base salary, except that her 2020 performance
bonus will be $400,000. Ms. Motlagh will also be eligible to receive annual
long-term incentive awards, with an expected target value equal to 200% of her
base salary, and with Ms. Motlagh's first such award expected to be in 2021. On
November 2, 2020, Ms. Motlagh will receive a sign-on equity award, consisting of
time-based restricted stock with a grant date value of $1,250,000, which will
vest one-third on each of November 2, 2021, 2022 and 2023, or earlier upon Ms.
Motlagh's termination without cause or for good reason. The Offer Letter also
provides that Ms. Motlagh will be eligible for employee benefits generally
provided to other employees of the Company.
The foregoing summary of the Offer Letter is qualified in its entirety by
reference to the full text of the Offer Letter, which is attached hereto as
Exhibit 10.1.
In connection with Ms. Motlagh's election, CyrusOne Management Services LLC, a
subsidiary of the Company, and Ms. Motlagh entered into a Severance Agreement.
The terms of the Severance Agreement provide that, in the event that either Ms.
Motlagh's employment is terminated by the Company without cause or by Ms.
Motlagh for good reason, Ms. Motlagh will be eligible to receive (i) a lump sum
payment equal to her base salary and (ii) the value of one year of additional
health and life insurance benefits. In the event such termination is within the
one-year period following a change in control of the Company, the lump sum
payment will instead equal two times the sum of Ms. Motlagh's base salary and
annual performance bonus target and Ms. Motlagh's equity awards will vest in
full, with performance-based awards vesting at 200% of target or, if actual
performance meets the maximum criteria, at 300% of target.
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The foregoing summary of the Severance Agreement is qualified in its entirety by
reference to the full text of the Severance Agreement, which is attached hereto
as Exhibit 10.2.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Offer Letter to Katherine Motlagh, dated as of October 4, 2020.
10.2 Severance Agreement dated as of October 8, 2020 by and between
Katherine Motlagh and CyrusOne Management Services LLC.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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