Item 2.02  Results of Operations and Financial Condition.
On February 8, 2022, Mandiant, Inc. (the "Company") issued a press release and
will hold a conference call regarding its financial results for the fourth
quarter and year ended December 31, 2021. A copy of the press release is
furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information set forth under this Item 2.02, including Exhibit 99.1, shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
The Company is making reference to non-GAAP financial measures in both the press
release and the conference call. A reconciliation of these non-GAAP financial
measures to the most directly comparable GAAP financial measures is contained in
the press release.
Item 5.02  Departure of Directors or Certain Officers; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On February 7, 2022, James Medina, the Company's Senior Vice President of
Finance and Corporate Controller, was appointed to the additional role of Chief
Accounting Officer, effective immediately. In this additional role, Mr. Medina
will serve as the Company's principal accounting officer. Effective upon Mr.
Medina's appointment, Frank Verdecanna ceased serving as the Company's Chief
Accounting Officer and principal accounting officer, but continues to serve as
Executive Vice President, Chief Financial Officer and principal financial
officer of the Company.
Mr. Medina, age 60, has served as the Company's Senior Vice President of Finance
since July 2021 and as the Company's Corporate Controller since February 2017.
He previously served as the Company's Vice President of Finance from July 2018
to June 2021 and as the Company's Assistant Controller from July 2013 to
February 2017. Prior to joining the Company, Mr. Medina was Senior Director of
Revenue, Reporting and M&A at Velti from March 2012 to July 2013. From August
2010 to March 2012, Mr. Medina supported various technology companies in senior
finance positions on a consultative basis. Mr. Medina also served as Vice
President and Controller at iPass Inc. from March 2009 to July 2010. Mr. Medina
holds a B.S. in Accounting from the University of Colorado and an M.B.A. from
the University of Denver.
Effective upon his appointment, Mr. Medina was designated as an "officer" as
such term is used within the meaning of Section 16 of the Securities Exchange
Act of 1934, as amended. On February 7, 2022, Mr. Medina became eligible for
severance benefits under the Company's Change of Control Severance Policy for
Officers (the "Severance Policy"), and Mr. Medina and the Company entered into a
participation agreement thereunder, the form of which is attached to the
Severance Policy.
There is no arrangement or understanding between Mr. Medina and any other
persons pursuant to which Mr. Medina was selected as Chief Accounting Officer of
the Company. There are no family relationships between Mr. Medina and any
director or executive officer of the Company and there are no transactions
involving Mr. Medina that would require disclosure under Item 404(a) of
Regulation S-K.
Item 9.01  Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.         Description
99.1                  Press release dated February 8, 2022
104                 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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