Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 10, 2021, ShotSpotter, Inc. (the "Company") announced that Ruby
Sharma had been appointed to the Board of Directors of the Company as a Class
III director to serve until the 2023 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 Ms. Sharma's appointment, the Board
increased the authorized number of Class III directors to three. The Board of
Directors has also appointed Ms. Sharma to serve as a member of the Audit
Committee.
Ms. Sharma has served as Managing Partner of RNB Strategic Advisors, a strategic
advisory firm, since September 2018. From 2004 to December 2017, Ms. Sharma
served as Senior Partner and from 2002 to 2004 as Senior Manager at Ernst &
Young LLP. From 1999 to 2002, Ms. Sharma served as Senior Manager at Arthur
Andersen LLP. From 1996 to 1998, Ms. Sharma served as Senior Manager at Grant
Thornton GmbH. Ms. Sharma holds a B.A. in Economics from Delhi University. Ms.
Sharma is a Fellow Chartered Accountant of the Institute of Chartered
Accountants in England and Wales and completed an Executive Program at
Northwestern University Kellogg School of Management.
Ms. Sharma will receive compensation as a non-employee director in accordance
with the Company's Non-Employee Director Compensation Policy, as filed with the
Securities and Exchange Commission on August 12, 2021 as an exhibit to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 as
the same may be amended from time to time.
In connection with her appointment to the Board, the Company will enter into its
standard indemnification agreement with Ms. Sharma, which requires the Company,
under the circumstances and to the extent provided for therein, to indemnify Ms.
Sharma 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.
Ms. Sharma was not appointed as a director pursuant to any arrangement or
understanding with any person. There are no family relationships between Ms.
Sharma and any director or other executive officer of the Company. Except as
described above, Ms. Sharma 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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