Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 19, 2021, ShotSpotter, Inc. (the "Company") announced that Roberta
Jacobson had been appointed to the Board of Directors of the Company as a Class
II director to serve until the 2022 Annual Meeting of Stockholders or until a
successor is duly elected and qualified or until the director's earlier death,
resignation or removal. In connection with Ambassador Jacobson's appointment,
the Board increased the authorized number of directors to eight and the
authorized number of Class II directors to three.
Ambassador Jacobson is a senior advisor at Albright Stonebridge Group, a global
business strategy firm based in Washington, D.C., and recently served a 100-day
term as the National Security Council's coordinator for the southern border of
the United States. From November 2020 to January 2021, Ambassador Jacobson
served as a volunteer Agency Review Team member for the Biden Administration
presidential transition team to directly support transition efforts related to
the U.S. Department of State. From November 2015 to May 2018, Ambassador
Jacobson served as U.S. ambassador to Mexico. From July 2011 to until November
2015, Ambassador Jacobson served as the State Department's acting assistant
secretary and then assistant secretary for Western Hemisphere affairs.
Ambassador Jacobson holds a B.A. from Brown University and a Master of Arts
degree in Law and Diplomacy from Tufts University Fletcher School of Law and
Diplomacy.
Ambassador Jacobson will receive compensation as a non-employee director in
accordance with the Company's non-employee director compensation practices, as
described in the Company's definitive proxy statement for the 2021 Annual
Meeting of Stockholders, filed with the Securities and Exchange Commission on
April 29, 2021.
In connection with her appointment to the Board, the Company will enter into its
standard indemnification agreement with Ambassador Jacobson, which requires the
Company, under the circumstances and to the extent provided for therein, to
indemnify Ambassador Jacobson to the fullest extent permitted by applicable law
against certain expenses and other amounts incurred by her as a result of either
of her being made a party to certain actions, suits, investigations and other
proceedings by reason of the fact that she is or was a director of the Company
or a director of any other entity at the request of the Company.
Ambassador Jacobson was not appointed as a director pursuant to any arrangement
or understanding with any person. There are no family relationships between
Ambassador Jacobson and any director or other executive officer of the Company.
Except as described above, Ambassador Jacobson has not engaged in any
transaction with the Company that would be reportable as a related party
transaction under the rules of the Securities and Exchange Commission.
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