Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Calogero Transition and CSO Employment Agreement
On December 9, 2022, Kaleyra, Inc. (the "Company") entered into a Transition and
Chief Strategy Officer Employment Agreement, effective as of December 9, 2022
(the "Effective Date"), with Mr. Dario Calogero (the "Calogero Employment
Agreement"), the Company's current Chief Executive Officer and President of the
Company. Pursuant to the Calogero Employment Agreement, Mr. Calogero will
automatically cease to serve as Chief Executive Officer and President of the
Company once the Company appoints a new Chief Executive Officer and President,
which is expected to occur no later than March 31, 2023, at which time
Mr. Calogero will automatically transition into the role of, and continue to be
employed with the Company as, Chief Strategy Officer. On the Effective Date,
Mr. Calogero's prior employment agreement with the Company, effective as of
November 26, 2019 (the "Prior Agreement"), was automatically terminated and is
null and void in its entirety.
The Calogero Employment Agreement provides that Mr. Calogero will continue to
serve as Chief Executive Officer and President of the Company until a new Chief
Executive Officer and President of the Company is appointed (the "CEO Term"),
and thereafter, Mr. Calogero will become employed as Chief Strategy Officer of
the Company for an indefinite term until the Calogero Employment Agreement is
terminated in accordance with its terms (the "CSO Term"). All services to be
provided by Mr. Calogero under the Calogero Employment Agreement will be
performed at the Company's headquarters in Milan, Lombardy, Italy, with
temporary visits to Company offices and facilities worldwide as may be
reasonably required. The Calogero Employment Agreement provides that
Mr. Calogero (a) will receive a base salary (i) at an annual rate of $470,000
during the CEO Term and (ii) at an annual rate of $365,000 during the CSO Term,
subject to increase from time to time as determined by the Board of Directors of
the Company (the "Board"); (b) will be eligible to receive an annual bonus with
a target bonus opportunity equal to (i) 100% of his then-current base salary
during the CEO Term (the "CEO Annual Target Bonus") and (ii) 60% of his
then-current base salary during the CSO Term (the "CSO Annual Target Bonus" and
collectively with the CEO Annual Target Bonus, the "Annual Target Bonus"); and
(c) may, at the discretion of the Board, be granted a special achievement bonus
in recognition of a special event or achievement that has significantly improved
the performance, strength or nature of the Company and its business. Payment of
any Annual Target Bonus will be made after the Board has determined in its sole
and absolute discretion that Mr. Calogero's performance has achieved the
objectives and key results or other performance objectives established by the
Board for a particular year with respect to the Annual Target Bonus. For the
year in which Mr. Calogero transitions from Chief Executive Officer to Chief
Strategy Officer, the Annual Target Bonus will be calculated by adding a
prorated portion of the CEO Annual Target Bonus (prorated to reflect the number
of days in such year in which Mr. Calogero served as Chief Executive Officer)
plus a prorated portion of the CSO Annual Target Bonus (prorated to reflect the
number of days in such year in which Mr. Calogero served as Chief Strategy
Officer). Additionally, in consideration for Mr. Calogero's entry into the
Calogero Employment Agreement, the Company will pay Mr. Calogero an additional
monthly amount equal to $35,000, payable on each monthly anniversary of the
Effective Date until the earlier of (x) June 30, 2023, and (y) the termination
of Mr. Calogero's employment for any reason. In connection with the termination
of the Prior Agreement, Mr. Calogero will no longer be entitled to the $400,000
annual relocation allowance provided for therein.
The Calogero Employment Agreement also provides that Mr. Calogero is eligible to
participate in all employee benefit and insurance plans that the Company
maintains for similarly situated executives, including, but not limited to, the
Kaleyra S.p.A Italian pension scheme and the Kaleyra, Inc. 2019 Equity Incentive
Plan (the "Equity Incentive Plan"). In addition, in consideration for
Mr. Calogero's entry into the Calogero Employment Agreement, the Board will
accelerate the vesting of the 141,887 currently unvested restricted stock units
that Mr. Calogero received in December 2019 under the Equity Incentive Plan. Any
additional equity awards held by Mr. Calogero will continue to vest pursuant to
their terms.
In the event that Mr. Calogero's employment is terminated for "cause" by the
Company or because he resigns without "good reason" (as such terms are defined
in the Calogero Employment Agreement), then he will be paid his unpaid base
salary for the period prior to the effective date of termination (if any), any
accrued but unused vacation time as of the effective date of termination (if
any), all unreimbursed expenses as of the effective date of termination (if
any), and other payments, entitlements or benefits Mr. Calogero held rights to
prior to the effective date of termination (if
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any) (collectively, the "Other Rights"). If the Company terminates
Mr. Calogero's employment without cause, or he terminates his employment for
good reason, then he will receive additional payments from the Company, subject
to him entering into a release in favor of the Company. If such termination is
not within the two (2)-year period following a Change in Control (as such term
is defined in the Calogero Employment Agreement), then Mr. Calogero will receive
as severance, in addition to the Other Benefits, a lump sum amount equal to two
(2) times the sum of (A) his then-current base salary, plus (B) an amount equal
to his Annual Target Bonus. If such termination is within the two (2)-year
period following a Change in Control, then the severance amount will be for
three (3) times, rather than two (2) times, the sum of (1) his then-current base
salary, plus (2) an amount equal to his Annual Target Bonus, which will also be
payable in a lump sum. In each case, Mr. Calogero will also receive a bonus for
the year of termination, as well as immediate vesting of any service-based
vesting conditions applicable to long-term awards previously granted to him,
provided that any performance-vesting conditions will still apply. In addition,
Mr. Calogero will receive insurance coverage for two years following any such
qualifying termination. If Mr. Calogero's employment terminates because he
becomes disabled or he dies, he will then be entitled to the Other Rights and to
the immediate vesting of any outstanding, unvested long-term awards, including
any performance-based awards.
The Calogero Employment Agreement contains customary confidentiality and
intellectual property protection provisions, as well as non-competition and
non-solicitation provisions in effect during the term of the Calogero Employment
Agreement and for 12 months following the effective date of Mr. Calogero's
termination of employment. In addition to the items discussed above and other
customary inclusions, the Calogero Employment Agreement provides that the
Company will reimburse Mr. Calogero for fees incurred to negotiate the Calogero
Employment Agreement and related agreements, in an amount not to exceed $10,000.
Entry into the Calogero Employment Agreement will not impact Mr. Calogero's
appointment as a Class III director of the Board.
Calogero Transition and CSO Employment Agreement
On December 8, 2022, the Board of Directors (the "Board") of Kaleyra, Inc. (the
"Company"), voted to increase the number of directors constituting the whole
Board from six to eight directors and to appoint Kathleen Miller and Karin-Joyce
Tjon Sien Fat to serve as members of the Board, effective as of December 12,
2022, filling the vacancies on the Board resulting from such increase. As a
Class II director, Ms. Miller will stand for election by a vote of the
stockholders at the Company's 2024 annual meeting of the stockholders. As a
Class III director, Ms. Tjon Sien Fat will stand for election by a vote of the
stockholders at the Company's 2025 annual meeting of the stockholders.
Neither Ms. Miller nor Ms. Tjon Sien Fat is party to, or has any direct or
indirect material interest in, any transaction with the Company required to be
disclosed under Item 404(a) of Regulation S-K. Further, there are no
arrangements or understandings between Ms. Miller or Ms. Tjon Sien Fat and any
other person pursuant to which Ms. Miller or Ms. Tjon Sien Fat was appointed to
serve on the board.
A copy of the press release announcing the above appointments is furnished as
Exhibit 99.1 to this Current Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The exhibits required by this item are set forth on the Exhibit Index attached
hereto.
Exhibit
Number
10.1 Transition and CSO Employment Agreement, dated as of December 9,
2022, by and between Kaleyra, Inc. and Dario Calogero.
99.1 Press Release dated December 12, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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