Cornerstone OnDemand Inc. (CSOD) filed a Form 8K – Director, Officer or Compensation Filing – with the U.S Securities and Exchange Commission on November 24, 2017.
Appointment of Jeffrey Lautenbach
On November 24, 2017, the Board appointed Jeffrey Lautenbach as the Company’s President, Global Field Operations, effective as of January 2, 2018 (the “Employment Start Date”).
Mr. Lautenbach, age 49, served as President Worldwide Field Operations of Jive Software, Inc., a provider of business communication and collaboration solutions, from August 2015 to July 2017. From February 2014 to August 2015, Mr. Lautenbach was Chief Revenue Officer at HC1, Inc., a provider of cloud-based healthcare relationship management solutions. From December 2012 to February 2014, Mr. Lautenbach served as President CRM of SAP SE, a software company. From January 2011 to December 2012, Mr. Lautenbach held the position of SVP Enterprise Commercial Sales Americas at salesforce.com, inc., a provider of cloud-based CRM solutions. Prior to salesforce, Mr. Lautenbach served in a variety of roles over 19 years at IBM, most recently managing more than 1,300 employees while serving as Vice President, West IMT for the Software Group. Mr. Lautenbach holds a B.A. in Marketing from Xavier University and an M.B.A. from the University of Illinois.
There are no arrangements or understandings between Mr. Lautenbach and any other persons pursuant to which he was selected as the Company’s President, Global Field Operations. There are also no family relationships between Mr. Lautenbach and any director or executive officer of the Company and 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 November 28, 2017 (the “Employment Agreement”), with Mr. Lautenbach.
Term. The Employment Agreement has an initial term of three (3) years commencing on the Employment Start Date. On the third anniversary of the Employment Start Date, the agreement will renew automatically for additional one-year terms, unless either party provides the other with written notice of non-renewal at least ninety (90) days prior to the date of automatic renewal.
Salary, Bonus and Benefits. Mr. Lautenbach will receive an annual base salary of $400,000 with a target annual performance bonus of 100% of his base salary. For 2018 only, Mr. Lautenbach is eligible to receive an additional bonus of $80,000, paid in four quarterly payments of $20,000.
Equity Awards. Subject to approval of the compensation committee of the Board, Mr. Lautenbach will be granted an award of restricted stock units based on a target value of $2,200,000 (the “RSU Award”), a portion of which may be performance-based. The RSU Award will be scheduled to vest over four (4) years. All vesting is subject to Mr. Lautenbach’s continued employment with the Company on each scheduled vesting date.
Severance Benefits. The Company has entered into its standard form of Change of Control Severance Agreement with Mr. Lautenbach, a copy of which has been filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2013 and is incorporated herein by reference.
Indemnification. The Company has entered into its standard form of indemnification agreement with Mr. Lautenbach, a copy of which has been filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-169621) filed with the Securities and Exchange Commission on December 17, 2010 and is incorporated herein by reference.
The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
Departure of Kirsten Helvey
On December 4, 2017, Kirsten Helvey informed the Company that she will resign from her position as the Company’s Chief Operating Officer, effective as of March 31, 2018.
The full text of this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/1401680/000119312517362840/d504004d8k.htm
Any exhibits and associated documents for this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/1401680/000119312517362840/0001193125-17-362840-index.htm
Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company’s financial position or the value of its shares.
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