THE TRADE DESK,INC. (FRA:TT8) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Executive Salary Increases
On December23, 2016, the compensation committee (the Committee)
of the board of directors of The Trade Desk,Inc. (the Company)
approved increases in annual base salaries for each of Jeff T.
Green, our Chief Executive Officer, Robert D. Perdue, our Chief
Operating Officer, Brian J. Stempeck, our Chief Client Officer
and Paul E. Ross, our Chief Financial Officer (collectively, the
Executives) in order to properly compensate such Executives for
their duties and responsibilities to the Company. The base salary
increases will become effective on January1, 2017. The annual
base salaries of the Executives, before and after the increase,
are set forth below:
|
Executive |
|
Pre-IncreaseBaseSalary |
|
Post-IncreaseBaseSalary |
|
||
|
Jeff T. Green |
$ |
400,000 |
$ |
625,000 |
|||
|
Robert D. Perdue |
$ |
360,000 |
$ |
410,000 |
|||
|
Brian J. Stempeck |
$ |
360,000 |
$ |
410,000 |
|||
|
Paul E. Ross |
$ |
380,000 |
$ |
410,000 |
Adoption of Incentive Program for 2017
On December23, 2016, the Committee adopted a cash incentive
program (the 2017 Cash Incentive Program) in which each Executive
will be eligible to participate. Under the 2017 Cash Incentive
Program, each Executive is eligible to earn cash incentives based
on the Companys net revenue during calendar year 2017.
Any earned cash incentive will be paid in quarterly installments
during calendar year 2017, subject to the applicable Executives
continued employment through the end of the applicable calendar
quarter.
Awards of Restricted Stock
On December23, 2016, the Committee approved grants of restricted
shares of ClassA common stock of the Company (Restricted Stock
Awards) to our Executives under the Companys 2016 Incentive Award
Plan (the Plan), in the amounts set forth below:
|
Executive |
|
NumberofSharesSubjecttoRestrictedStockAward |
|
|
Jeff T. Green |
36,400 |
||
|
Robert D. Perdue |
23,900 |
||
|
Brian J. Stempeck |
23,900 |
||
|
Paul E. Ross |
23,900 |
Each Restricted Stock Award vests with respect to one-fourth of
the shares of restricted stocksubject thereto on each of the
first four anniversaries of December1, 2016, subject to the
applicable Executives continued service to the Company through
the applicable vesting date. Any shares of restricted stock that
have not fully vested as of the date on which an Executives
service with the Company terminates for any reason will be
cancelled and forfeited by the Executive.
The foregoing summary is qualified in its entirety by reference
to the Restricted Stock Award Agreement, a copy of which is filed
as Exhibit10.1 to this Form8-K and is incorporated in this Item
5.02 by reference.
Awards of Stock Options
On December23, 2016, the Committee approved grants of options
covering shares of ClassA common stock of the Company (Options)
to our Executives under the Plan, in the amounts set forth
below:
|
Executive |
|
NumberofSharesSubjectto Option |
|
|
Jeff T. Green |
65,900 |
||
|
Robert D. Perdue |
43,300 |
||
|
Brian J. Stempeck |
43,300 |
||
|
Paul E. Ross |
43,300 |
The Options granted to each executive are intended to
constitute incentive stock options to the maximum extent
permitted under applicable tax rules. Each Option has an
exercise price that is no less than the fair market value of
the shares underlying such Option on the grant date. Each
Option vests and becomes exercisable in monthly increments over
a four-year period, subject to the applicable Executives
continued service to the Company through the applicable vesting
date. Any portion of an Option that has not fully vested as of
the date on which an Executives service with the Company
terminates for any reason will be cancelled and forfeited by
the Executive.
The foregoing summary is qualified in its entirety by reference
to the form of Stock Option Agreement under the Plan, a copy of
which is filed as Exhibit10.7(b)to the FormS-1 filed on
August22, 2016 and is incorporated in this Item 5.02 by
reference.
Formof Restricted Stock Unit Agreement
On December23, 2016, the Committee adopted a form of Restricted
Stock Unit Award Agreement to which it may grant awards of
restricted stock units under the Plan.
A copy of the Restricted Stock Unit Award Agreement is filed as
Exhibit10.2 to this Form8-K and is incorporated in this Item
5.02 by reference.
Item 9.01. Financial Statements and
Exhibits.
(d)Exhibits
10.1 Formof Restricted Stock Award Agreement.
10.2 Formof Restricted Stock Unit Award Agreement.
THE TRADE DESK, INC. (FRA:TT8) Recent Trading Information
THE TRADE DESK, INC. (FRA:TT8) closed its last trading session down -0.19 at 26.65 with 0 shares trading hands.
