Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Chief Accounting Officer
On February 23, 2022, Arjet Skenduli joined Qualys, Inc. (the "Company") as the
Company's Chief Accounting Officer and principal accounting officer. A copy of
the Company's press release announcing Mr. Skenduli's appointment is attached
hereto as Exhibit 99.1.
Prior to joining the Company, Mr. Skenduli, age 41, served as Vice President of
Finance, Corporate Controller at Talend S.A., an enterprise data integration
company, from March 2019 to February 2022. Mr. Skenduli previously worked at
Omnicell, Inc., a healthcare technology company, from August 2015 to March 2019,
where he last served as Senior Director, Assistant Corporate Controller.
Mr. Skenduli started his career in public accounting where he spent 10 years in
the audit practice, most recently as a senior manager with
PricewaterhouseCoopers LLP. Mr. Skenduli holds a Bachelor of Business
Administration degree in financial management and accounting as well as a Master
of Accountancy degree, both from Abilene Christian University.
Pursuant to an offer letter with the Company, Mr. Skenduli's initial annual base
salary will be $300,000 and he will be eligible to participate in the Company's
corporate bonus plan, with an initial performance-based target bonus opportunity
of 40% of annual base salary. In addition, Mr. Skenduli's offer letter provides
for an award of restricted stock units having an approximate value of
$1.5 million (the "Award"), which will be scheduled to vest over a 4-year
period, with twenty five percent (25%) of the shares subject to the Award
scheduled to vest on March 1, 2023, and the balance scheduled to vest quarterly
thereafter, subject to Mr. Skenduli's continued service through each vesting
date. The Award will be subject to the terms and conditions of the Company's
2012 Equity Incentive Plan (the "2012 Plan") and form of restricted stock unit
award agreement thereunder. If Mr. Skenduli's employment is terminated by the
Company other than for "cause" (as defined in the restricted stock unit award
agreement), death or disability, or Mr. Skenduli resigns for "good reason" (as
defined in the restricted stock unit award agreement), in each case within 12
months following a "change in control" (as defined in the 2012 Plan) of the
Company, then 50% of the then-unvested shares subject to the Award shall
accelerate. The foregoing description of Mr. Skenduli's offer letter does not
purport to be complete and is qualified in its entirety by reference to the
offer letter, which is attached hereto as Exhibit 10.1 and incorporated herein
by reference.
There are no arrangements or understandings between Mr. Skenduli and any other
persons pursuant to which he was selected as the Company's Chief Accounting
Officer and principal accounting officer. There are no family relationships
between Mr. Skenduli and any director, executive officer, or person nominated or
chosen by the Company to become a director or executive officer of the Company.
Mr. Skenduli is not a party to any transaction with any related person required
to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the
Securities and Exchange Commission.
Mr. Skenduli will enter into the Company's standard form of indemnification
agreement, a copy of which was previously filed on August 10, 2012 as Exhibit
10.10 to the Company's Registration Statement on Form S-1 (File No. 333-182027).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Offer letter, between Qualys, Inc. and Arjet Skenduli, dated
February 2, 2022
99.1 Press release dated February 23, 2022
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the Inline XBRL document)
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