Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 18, 2020, Vonage Holdings Corp. ("Vonage" or the "Company") announced
the appointment of Timothy Shaughnessy as the Company's Interim Chief Financial
Officer, effective August 18, 2020. Mr. Shaughnessy succeeds David T. Pearson
who, as previously announced, retired from the Company on August 15, 2020.
Mr. Shaughnessy, age 63, brings over 35 years of experience as a finance,
technology, and management executive. Mr. Shaughnessy joins Vonage from Point 72
Asset Management, L.P., a U.S.-based investment firm ("Point 72"), where he
served as Chief Operating Officer from May 2015 to December 2018. In his role at
Point 72, Mr. Shaughnessy was responsible for finance, human resources,
information technology, facilities, audit, trading execution and operations,
leading the transformation of these functions to increase the value provided to
the business while significantly lowering such costs.
Prior to joining Point 72, Mr. Shaughnessy spent over 30 years at International
Business Machines Corporation, a technology and consulting company ("IBM"),
serving in various leadership roles, including his role as Senior Vice
President, Service Delivery, from June 2008 through December 2014. In this
position, he led an organization of 90,000 employees responsible for the
delivery of IT services to clients around the world. Mr. Shaughnessy previously
served as IBM's Vice President and Controller from June 2004 to June 2008, and
General Manager of Global Technology Services, Asia Pacific, from January 2002
to June 2004. Mr. Shaughnessy also served as the Chief Financial Officer for
IBM's largest division, Global Services, from 1996 to 2002.
There are no arrangements or understandings between Mr. Shaughnessy and any
other person pursuant to which he was selected as an executive officer. He has
no direct or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
The Company entered into an employment agreement, dated August 17, 2020, with
Mr. Shaughnessy (the "Employment Agreement"), which provides that Mr.
Shaughnessy will serve as the Interim Chief Financial Officer from August 18,
2020 through December 31, 2020 (the "Term"), unless mutually extended between
the Company and Mr. Shaughnessy. Pursuant to the Employment Agreement, Mr.
Shaughnessy will be paid a salary of $300,000 per month for each of the first
three months and $300,000 for the last half of November 2020 and the entire
month of December 2020. Mr. Shaughnessy will not be entitled to participate in
the Company's employee benefit plans available to other senior executives. In
addition, Mr. Shaughnessy will not be awarded any equity grants in connection
with the Employment Agreement.
In the event that Mr. Shaughnessy's employment is terminated with or without
Cause, Death or Disability, or he resigns with or without Good Reason (as
defined in the Employment Agreement), he will be entitled to payment of any
unpaid salary and expense reimbursements through and including the date of
termination or resignation. Mr. Shaughnessy will be subject to customary
confidentiality and conflicts of interest restrictions. Additionally, Mr.
Shaughnessy has executed the Company's Employment Covenants Agreement.
The above summary of Mr. Shaughnessy's Employment Agreement does not purport to
be complete and is qualified in its entirety by reference to the full text of
Mr. Shaughnessy's employment agreement, a copy of which is attached hereto as
Exhibit 10.1 and is incorporated by reference in this Current Report on Form
8-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
See accompanying Exhibit Index for a list of the exhibits furnished with this
Current Report on Form 8-K.
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VONAGE HOLDINGS CORP. 
