Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed on August 3, 2022, Joshua Bixby's service as the
Company's President and Chief Executive Officer and as a member of the Board of
Directors (the "Board") of Fastly, Inc. (the "Company") terminated, effective as
of September 1, 2022, at which time Todd Nightingale began serving as the
Company's President and Chief Executive Officer and a member of the Board. Mr.
Bixby will continue to serve as an advisor to the Company's President and Chief
Executive Officer through June 1, 2023 (which may be extended by the Company
until September 1, 2023), which date will become his employment termination date
(the "Separation Date"). During this time (the "Transition Period"), Mr. Bixby
will receive the same compensation that he currently is receiving, and
previously granted equity awards will continue to vest in accordance with their
terms.
On September 6, 2022, the Company entered into an agreement (the "Transition and
Separation Agreement") with Mr. Bixby which provides for Mr. Bixby's transition
as described above as well as severance benefits that are generally consistent
with the terms of the Company's Executive Change in Control and Severance
Benefit Plan (the "Severance Plan") and Mr. Bixby's employment agreement dated
February 19, 2020. The Transition and Separation Agreement provides for a
customary release of claims by Mr. Bixby (the "Release") and reaffirmation of
his obligations under an employee confidential information and invention
assignment agreement.
On the first regular payday no earlier than one week after the Release Effective
Date (as defined in the Release), Mr. Bixby will be entitled to (i) a lump sum
severance amount equal to eighteen months of his base salary in effect as of the
Separation Date and (ii) a target bonus severance, which is equal to 0.75 times
Mr. Bixby's target annual bonus for fiscal year 2022, less withholdings and
deductions and further reduced by any annual bonus for fiscal year 2022 that Mr.
Bixby is paid prior to the effective date of the Release. On the thirtieth day
following the Separation Date, Mr. Bixby will be entitled to (i) an additional
lump sum payment equal to $40,000, less withholdings and deductions, to cover
Mr. Bixby's health insurance expenses and other health- related costs. As of the
Separation Date, Mr. Bixby will be entitled to (i) accelerated vesting of all
outstanding equity awards and performance awards (on a pro-rated basis and based
on actual level of achievement of the applicable performance award as of the
Separation Date) that would have vested if he had remained an employee for an
additional 12 months after the Separation Date and (ii) extension of the
post-termination exercise period of Mr. Bixby's vested stock options outstanding
on the Separation Date until earliest to occur of (a) the expiration date
indicated in the applicable option's grant notice, (b) the day before the tenth
anniversary of the option's grant date, and (c) in certain circumstances, upon
the effective date of a corporate transaction, as set forth in the applicable
equity incentive plan pursuant to which the option was granted.
If the Company terminates Mr. Bixby's employment for "cause" or Mr. Bixby
resigns without "good reason", each as defined in the Severance Plan, prior to
the completion of the Transition Period, Mr. Bixby will not be entitled to any
of the severance benefits described above and will immediately forfeit all
outstanding and unvested equity awards.
A copy of the Transition and Separation Agreement is attached as Exhibit 10.1 to
this Current Report on Form 8-K. The foregoing description of the Transition and
Separation Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Transition and Separation
Agreement.
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Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
Exhibit
No. Exhibit Description
10.1+ Transition and Separation Agreement , dated September
6 , 2022
104 Cover Page Interactive Data File (embedded within the inline XBRL
document)
+ Indicates management contract or compensatory plan.
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