Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 27, 2022, Momentive Global Inc. (the "Company") appointed Cherie Buntyn
as its Vice President and Chief Accounting Officer. Ms. Buntyn will replace
Justin Coulombe as Chief Accounting Officer, who had been serving as Chief
Accounting Officer (in addition to his role as Chief Financial Officer) since
August 2021.
Ms. Buntyn, age 46, has served as Corporate Controller at Teledyne FLIR, a
subsidiary of Teledyne Technologies Incorporated ("Teledyne"), an appliances,
electrical and electronics manufacturing company, since May 2021. Prior to that,
Ms. Buntyn served as Assistant Corporate Controller of FLIR Systems, Inc., which
was acquired by Teledyne in May 2021, since December 2017. Prior to her time at
FLIR Systems, Inc., Ms. Buntyn held various finance roles at Intel Corporation
from October 2000 to November 2017, and served as a Senior Auditor at Deloitte
from August 1997 to September 2000. She holds a B.S. in Accounting from Santa
Clara University and is a certified public accountant in the state of Oregon.
In connection with Ms. Buntyn's appointment, the Company and Ms. Buntyn entered
into an offer letter agreement (the "Offer Letter") which provides that as Vice
President and Chief Accounting Officer, she will receive an annual base salary
of $300,000 and an annual target incentive bonus under the Company's Incentive
Bonus Compensation Plan of 35% of her base salary, pro-rated for the current
fiscal year. The Offer Letter also provides for a grant of restricted stock
units ("RSUs") with an aggregate value of approximately $1,200,000, which will
vest over a four-year period, with one quarter of the RSUs vesting on the first
anniversary of the vesting commencement date (anticipated to be May 2023) and
the remaining shares vesting ratably over the following three years on
successive quarterly vesting dates. Vesting of the RSUs are subject to Ms.
Buntyn's continued service with the Company through each applicable vesting date
and are subject to the terms and conditions of the Company's 2018 Equity
Incentive Plan, as amended, and the related form of equity agreement.
Additionally, Ms. Buntyn has entered into the Company's standard form of Change
of Control and Severance Agreement ("Severance Agreement"), which provides that
upon a termination of her employment without cause or resignation for good
reason (as defined in the Severance Agreement) 90 days prior to or 12 months
following a change in control, then Ms. Buntyn will be entitled to acceleration
of vesting of fifty percent of all outstanding equity awards.
In connection with her appointment, Ms. Buntyn will also enter into the
Company's standard form of indemnification agreement, a copy of which has
previously been filed with the Securities and Exchange Commission on August 5,
2021, as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q.
There are no family relationships between Ms. Buntyn and any of the Company's
directors or executive officers and there are no arrangements or understandings
between Ms. Buntyn and any other persons pursuant to which she was selected as
an officer. There are no related party transactions between Ms. Buntyn and the
Company.
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