EVERBRIDGE, INC. Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
• For the period from January 1, 2021 to June 30, 2022 , Mr. Ellertson will
receive an annual retainer of $180,000 in place of the cash retainer
payable to non-employee directors under the registrant's non-employee
director compensation policy. Beginning on July 1, 2022 , the annual
retainer will be decreased to $150,000 . The retainer will be paid
quarterly, consistent with the terms for payment of the retainer for the
other non-employee members of the registrant's Board of Directors.
• On December 31, 2020 , Mr. Ellertson received a grant of 40,250 Restricted
Stock Units (RSUs) under the registrant's 2016 Equity Incentive Plan.
One-half of the RSUs will vest on December 31, 2021 , and the other half
will vest on December 31, 2022 , subject to Mr. Ellertson's continued
service to the registrant. These grants are in place of the equity awards
issuable for the years ending December 31, 2021 and 2022 under the
registrant's non-employee director compensation policy. Mr. Ellertson
also did not receive any equity grants during the years ended
December 31, 2018 and December 31, 2019 .
• Mr. Ellertson's other outstanding equity grants under the registrant's
2016 Equity Incentive Plan, consisting of both performance-based RSUs and
time-based RSUs, will continue to vest in accordance with their terms.
• Consistent with the registrant's vacation policy, Mr. Ellertson will
receive payment for his accrued vacation in the amount of $65,161.57 .
• Mr. Ellertson will continue to be provided with an office at the
registrant's corporate headquarters, an executive assistant, and a
corporate email address to efficiently execute his duties as Chairman of
the Board.
Also on
• Mr. Mouline will become a part-time employee of the registrant on
January 4, 2021 , and will remain the registrant's Chief Technology
Officer.
• Mr. Mouline's salary will be $58,300 per year. He also will receive an
additional $15,000 as consideration for this part-time employment
arrangement and his ongoing commitments to the registrant, payable no
later than April 2022 .
• Mr. Mouline's target bonus under the registrant's Management Incentive
Plan for the fiscal year ending December 31, 2021 , will be $22,000 .
• On December 31, 2020 , Mr. Mouline received a grant of 4,000
performance-based RSUs under the registrant's 2016 Equity Incentive Plan,
which will vest on December 31, 2021 , subject to his achievement of
certain performance goals. If the registrant terminates Mr. Mouline's
employment before December 31, 2021 without Cause (as defined in the
employment agreement between the registrant and Mr. Mouline dated
July 26, 2012 ), then he will receive pro-rated vesting of this equity
grant.
• Mr. Mouline's other outstanding equity grants under the registrant's 2016
Equity Incentive Plan, consisting of both performance-based RSUs and
time-based RSUs, will continue to vest in accordance with their terms.
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