Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 21, 2020, the Board of Directors of ShotSpotter, Inc. (the "Company")
appointed Mary Hentges as Interim Chief Financial Officer. Ms. Hentges will
replace Ralph Clark as the Company's current Interim Chief Financial Officer.
Mr. Clark will remain the Company's President and Chief Executive Officer, and
there will be no change in Mr. Clark's compensation as a result of this
appointment.
Ms. Hentges, 61, has served as a director and advisor to several companies in
the technology, financial services and healthcare sectors since 2018 following a
time of advising and mentoring a variety of organizations and individuals from
2014 to 2017. Ms. Hentges currently serves on the boards of several private
companies and organizations. Ms. Hentges previously served as Executive Vice
President and Chief Financial Officer of Yapstone, Inc., a digital payments
provider, from October 2012 to April 2014, Executive Vice President and Chief
Financial Officer of CBS Interactive, an internet media company, from August
2010 to September 2012, and Vice President and Chief Financial Officer of
PayPal, Inc. from February 2003 to March 2010. Prior to those positions, Ms.
Hentges worked in a variety of positions in finance and operations at Agilent
Technologies, Inc., a diversified technology company, and Hewlett-Packard, Inc.,
an information technology company. Ms. Hentges holds a B.S. in Accounting from
Arizona State University and qualified as a certified public accountant.
Ms. Hentges will serve as the Company's Interim Chief Financial Officer on a
part-time employee basis. In connection with Ms. Hentges's appointment as
Interim Chief Financial Officer, the Company entered into an employment offer
letter (the "Offer Letter") with Ms. Hentges on October 23, 2020. Under the
terms of the Offer Letter, Ms. Hentges's employment is on an at-will basis, she
will be paid a salary $10,000 per week, less applicable tax withholdings, to
continue for the period she serves in the role of Interim Chief Financial
Officer. As a part-time, interim employee, Ms. Hentges will not be eligible to
receive any other forms of compensation, including equity or annual bonuses,
and, except as required by law, will not be eligible for employee benefits.
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