Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(b)(c) Effective December 6, 2021, the Board of Directors (the "Board") of
Identiv, Inc. (the "Company") appointed Justin Scarpulla as Chief Financial
Officer, Principal Accounting Officer and Principal Financial Officer ("CFO").
Edward Kirnbauer, the Company's Global Corporate Controller, who was serving as
interim Chief Financial Officer, Principal Accounting Officer and Principal
Financial Officer ("Interim CFO"), ceased serving as Interim CFO upon
Mr. Scarpulla's appointment.
Mr. Scarpulla, age 48, joins Identiv from Space Exploration Technologies Corp.,
a company that designs, manufactures and launches advanced rockets and
spacecraft, where he served as Director of Finance from May 2017 to December
2021. From May 2016 to May 2017, Mr. Scarpulla served as Vice President of
Accounting & Finance at Incipio, LLC, a designer and manufacturer of mobile
device accessories and technologies. Mr. Scarpulla served as Vice President and
Corporate Controller at Vizio, Inc. (NYSE: VZIO), a designer and manufacturer of
entertainment-focused technologies, from 2015 to 2016 and at JustFab, Inc., an
online subscription fashion retailer, from 2014 to 2015. He also served as Chief
Accounting Officer and Corporate Controller at MaxLinear, Inc. (NYSE: MXL), a
provider of radio frequency, analog, digital and mixed-signal integrated
circuits, from 2011 to 2014. From 1999 to 2011, Mr. Scarpulla held various roles
in finance at Broadcom Corporation (Nasdaq: BRCM), a provider of semiconductor
and infrastructure software solutions, including Director of Financial
Reporting. Mr. Scarpulla is a Certified Public Accountant and started his career
at Ernst & Young LLP. Mr. Scarpulla holds a B.A. in Accounting and Finance from
California State University Fullerton.
Pursuant to an offer letter (the "Letter Agreement"), Mr. Scarpulla will receive
an annual base salary of $285,000 and, subject to the Board's approval, will be
eligible to receive 85,000 restricted stock units ("RSUs") under the Company's
2011 Incentive Compensation Plan, which would vest over four years with 25%
vesting on the first anniversary of his appointment and the remaining 75%
vesting quarterly over 12 quarters. In addition, Mr. Scarpulla is eligible to
participate in the Company's employee benefits programs.
Pursuant to the Letter Agreement, Mr. Scarpulla is also entitled to severance
benefits. If he is terminated without Cause (as defined in such Letter
Agreement), he is entitled to 6 months of his base salary and benefits, and an
additional 6 months of vesting of his RSUs. Mr. Scarpulla also entered into the
Company's standard form of indemnification agreement.
The preceding description of the Letter Agreement is qualified in its entirety
by reference to such agreement, filed as Exhibit 10.1 to this Current Report on
Form 8-K, which is incorporated herein by reference.
Mr. Scarpulla has no family relationships with any of the Company's directors or
executive officers, and he has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibit
No. Description
10.1# Offer Letter between Identiv, Inc. and Justin Scarpulla.
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the Inline XBRL document).
# Management contract or compensatory arrangement.
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