BroadSoft, Inc. (NASDAQ:BSFT) 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 Officers5.02
(e)
2016 Bonus Payments
On February 27, 2017, the Compensation Committee (the
Compensation Committee) of the Board of Directors of BroadSoft,
Inc. (BroadSoft or the Company) approved the payment of 2016
bonuses to the Companys named executive officers, as set forth
below, under the BroadSoft 2016 Executive Officer Bonus Plan (the
2016 Executive Bonus Plan), as previously described in the
Companys Current Report on Form 8-K filed on March 7, 2016.
Compensation Committee) of the Board of Directors of BroadSoft,
Inc. (BroadSoft or the Company) approved the payment of 2016
bonuses to the Companys named executive officers, as set forth
below, under the BroadSoft 2016 Executive Officer Bonus Plan (the
2016 Executive Bonus Plan), as previously described in the
Companys Current Report on Form 8-K filed on March 7, 2016.
The Compensation Committee determined that the Company achieved
(a) 97.49% of the revenue target, (b) 50% of the non-GAAP
operating income target and (c) 96.31% of its 2016 strategic
corporate objectives set forth in the BroadSoft 2016 Executive
Bonus Plan. The Company exceeded the threshold amount for the
revenue component and exceeded the target amount for the
operating income target component of the 2016 Executive Bonus
Plan. As a result, the Compensation Committee determined to award
each of the named executive officers 98.01% of his target bonus
for 2016, such that the following cash bonuses were earned and
approved:
(a) 97.49% of the revenue target, (b) 50% of the non-GAAP
operating income target and (c) 96.31% of its 2016 strategic
corporate objectives set forth in the BroadSoft 2016 Executive
Bonus Plan. The Company exceeded the threshold amount for the
revenue component and exceeded the target amount for the
operating income target component of the 2016 Executive Bonus
Plan. As a result, the Compensation Committee determined to award
each of the named executive officers 98.01% of his target bonus
for 2016, such that the following cash bonuses were earned and
approved:
|
Name
|
2016 Executive Bonus Plan – Payment
|
|
Michael Tessler, President and Chief Executive Officer
|
$504,752
|
|
James A. Tholen, Chief Financial Officer
|
$259,727
|
|
Scott D. Hoffpauir, Chief Technology Officer
|
$259,727
|
|
Taher G. Behbehani, Chief Marketing Officer
|
$191,120
|
2017 Compensation
On February 27, 2017, the Compensation Committee approved
compensation arrangements for the Companys named executive
officers for the year ending December 31, 2017. Compensation for
the Companys named executive officers in 2017 consists of the
following: (a) base salaries, (b) target amounts for cash bonus
awards under an executive incentive compensation plan adopted by
the Compensation Committee (the 2017 Bonus Plan), as further
described below, and (c) long-term equity incentives in the form
of grants of restricted stock units (RSUs) and performance stock
units (PSUs), each awarded under the Companys Amended and
Restated 2009 Equity Incentive Plan.
compensation arrangements for the Companys named executive
officers for the year ending December 31, 2017. Compensation for
the Companys named executive officers in 2017 consists of the
following: (a) base salaries, (b) target amounts for cash bonus
awards under an executive incentive compensation plan adopted by
the Compensation Committee (the 2017 Bonus Plan), as further
described below, and (c) long-term equity incentives in the form
of grants of restricted stock units (RSUs) and performance stock
units (PSUs), each awarded under the Companys Amended and
Restated 2009 Equity Incentive Plan.
As part of its annual review and consideration of executive
compensation matters, the Compensation Committee engaged an
independent third party compensation consultant to review overall
compensation for BroadSofts named executive officers, in 2017.
compensation matters, the Compensation Committee engaged an
independent third party compensation consultant to review overall
compensation for BroadSofts named executive officers, in 2017.
Base Salaries – 2017
Effective as of April 1, 2017, base salaries of the Companys
named executive officers are as follows:
named executive officers are as follows:
Name: Base Salary Effective as of April 1, 2017
Michael Tessler $547,040
James A. Tholen, $387,920
Scott D. Hoffpauir $387,920
Taher G. Behbehani $325,520
Target Annual Cash Bonus Awards – 2017; 2017 Bonus Plan
The Compensation Committee established target annual cash bonus
awards for the Companys named executive officers for the year
ending December 31, 2017 as set forth in the table below, which
will be awarded in accordance with the terms of the 2017 Bonus
Plan. The Compensation Committee also approved the terms of the
2017 Bonus Plan, which terms are described below.
awards for the Companys named executive officers for the year
ending December 31, 2017 as set forth in the table below, which
will be awarded in accordance with the terms of the 2017 Bonus
Plan. The Compensation Committee also approved the terms of the
2017 Bonus Plan, which terms are described below.
Name: Total Annual Target Bonus
Michael Tessler $615,000
James A. Tholen $315,000
Scott D. Hoffpauir $315,000
Taher G. Behbehani $280,000
The three performance measure components of the 2017 Bonus Plan
are described in more detail below:
are described in more detail below:
Revenue Target
Except as described below, BroadSofts total consolidated revenue
performance represents a 35% weighting of each executive officers
annual target bonus amount. The attainment of revenues against a
specified target will determine a payout percentage to be
multiplied against the 35% weighting for the revenue component.
performance represents a 35% weighting of each executive officers
annual target bonus amount. The attainment of revenues against a
specified target will determine a payout percentage to be
multiplied against the 35% weighting for the revenue component.
|
In the event BroadSofts revenue for the year equals 50% of
its revenue target, the payout percentage for this component will be 50%. |
|
In the event BroadSofts revenue for the year is
approximately 93.75% of its revenue target, the payout percentage for this component will be 50%. |
|
In the event BroadSofts revenue for the year is between
approximately 93.75% and 50% of its revenue target, the payment percentage for this component will be adjusted linearly between 50% and 50%. |
|
In the event BroadSofts revenue for the year is less than
approximately 93.75% of its revenue target, the payout percentage for this component will be 0%. |
|
In the event BroadSofts revenue for the year exceeds 50% of
its revenue target, 5% of such revenue greater than such target revenue will be paid in bonuses to the Companys executive officers and other officers, including the executive officers that are entitled to participate in the 2017 Bonus Plan, with the actual bonus per executive officer determined by the Compensation Committee. |
Non-GAAP Operating Income Target
BroadSofts non-GAAP operating income performance represents a 35%
weighting of each executive officers annual target bonus amount.
For purposes of the 2017Bonus Plan, non-GAAP operating income is
defined in the same manner as used by BroadSoft in its earnings
releases. The attainment of non-GAAP operating income against a
specified target will determine a payout percentage to be
multiplied against the 35% weighting for the non-GAAP operating
income component.
weighting of each executive officers annual target bonus amount.
For purposes of the 2017Bonus Plan, non-GAAP operating income is
defined in the same manner as used by BroadSoft in its earnings
releases. The attainment of non-GAAP operating income against a
specified target will determine a payout percentage to be
multiplied against the 35% weighting for the non-GAAP operating
income component.
|
In the event BroadSofts non-GAAP operating income for the
year equals 50% of its non-GAAP operating income target, the payout percentage for this component will be 50%. |
|
In the event BroadSofts non-GAAP operating income for the
year is approximately 92% of its non-GAAP operating income target, the payout percentage for this component will be 50%. |
|
In the event BroadSofts non-GAAP operating income for the
year is between approximately 92% and 50% of its non-GAAP operating income target, the payment percentage for this component will be adjusted linearly between 50% and 50%. |
|
In the event BroadSofts non-GAAP operating income for the
year is less than approximately 92% of its non-GAAP operating income target, the payout percentage for this component will be 0%. |
For purposes of calculating both achievement of the revenue and
non-GAAP operating income targets in the 2017 Bonus Plan, (a) any
non-United States Dollar revenue will be converted to United
States Dollars using the Companys budgeted exchange rate set at
the beginning of 2017, which currency exchange rate will not
change during the year and (b) the financial impact from in-year
acquisitions shall not be taken into consideration.
non-GAAP operating income targets in the 2017 Bonus Plan, (a) any
non-United States Dollar revenue will be converted to United
States Dollars using the Companys budgeted exchange rate set at
the beginning of 2017, which currency exchange rate will not
change during the year and (b) the financial impact from in-year
acquisitions shall not be taken into consideration.
Corporate Strategic Objectives
The achievement of the five corporate strategic objectives as set
forth in the 2017 Bonus Plan represents a 30% weighting of each
executive officers annual target bonus amount. During the first
quarter of 2018, the Compensation Committee will measure the
achievement of these objectives for each of BroadSofts executive
officers in 2017.
forth in the 2017 Bonus Plan represents a 30% weighting of each
executive officers annual target bonus amount. During the first
quarter of 2018, the Compensation Committee will measure the
achievement of these objectives for each of BroadSofts executive
officers in 2017.
Equity Compensation
On February 27, 2017, the Compensation Committee also awarded the
Companys named executive officers the RSUs set forth in the table
below (the 2017 RSUs). The 2017 RSUs (a) will vest in equal
quarterly installments over three years from the grant date so
long as there is no break in such executive officers continuous
service with the Company, (b) accelerate under certain
circumstances and (c) are settled in shares of BroadSoft common
stock.
Companys named executive officers the RSUs set forth in the table
below (the 2017 RSUs). The 2017 RSUs (a) will vest in equal
quarterly installments over three years from the grant date so
long as there is no break in such executive officers continuous
service with the Company, (b) accelerate under certain
circumstances and (c) are settled in shares of BroadSoft common
stock.
Name: Number of RSUs
Michael Tessler 78,490
James A. Tholen 42,799
Scott D. Hoffpauir 42,799
Taher G. Behbehani 28,154
Additionally, the Compensation Committee awarded PSUs to the
Companys named executive officers, as set forth in the table
below (the SaaS Performance PSUs). The SaaS Performance PSUs are
comprised of (a) PSUs subject to the Companys SaaS revenue
performance during 2017, 2018 and 2019 (the Target PSUs) and (b)
PSUs for overachievement that may be earned by the grantee in
2020 if the Companys SaaS revenue performance during 2019 exceeds
the established overachievement target (the Overachievement
PSUs).
Companys named executive officers, as set forth in the table
below (the SaaS Performance PSUs). The SaaS Performance PSUs are
comprised of (a) PSUs subject to the Companys SaaS revenue
performance during 2017, 2018 and 2019 (the Target PSUs) and (b)
PSUs for overachievement that may be earned by the grantee in
2020 if the Companys SaaS revenue performance during 2019 exceeds
the established overachievement target (the Overachievement
PSUs).
The vesting for the Target PSUs shall be determined annually
following the completion of the 2017, 2018 and 2019 calendar
years based upon achievement of established threshold and target
SaaS revenue goals for each of 2017, 2018 and 2019. The
Compensation Committee shall determine whether the SaaS revenue
goals have been satisfied for the applicable year, with such
determination occurring by March 1 of the following calendar year
(e.g., the determination for 2017 shall be made by March 1,
2018). If the Company achieves the threshold SaaS revenue goal
for the applicable year, then one-third of 50% of the Target PSUs
shall vest, and if the Company achieves the target SaaS revenue
goal for such year, then one-third of the Target PSUs shall vest.
If the Company exceeds the threshold SaaS revenue goal for the
applicable year but achieves less than the target SaaS revenue
goal for such year, then a pro-rata amount for such year shall
vest. Notwithstanding the foregoing, the grantees have the
opportunity to earn any unvested portion of the amount that could
have been earned for 2017 if the Company achieves the applicable
SaaS revenue goals for 2018 or 2019, and any unvested portion of
the amount that could have been earned for 2018 if the Company
achieves the applicable SaaS revenue goals for 2019.
following the completion of the 2017, 2018 and 2019 calendar
years based upon achievement of established threshold and target
SaaS revenue goals for each of 2017, 2018 and 2019. The
Compensation Committee shall determine whether the SaaS revenue
goals have been satisfied for the applicable year, with such
determination occurring by March 1 of the following calendar year
(e.g., the determination for 2017 shall be made by March 1,
2018). If the Company achieves the threshold SaaS revenue goal
for the applicable year, then one-third of 50% of the Target PSUs
shall vest, and if the Company achieves the target SaaS revenue
goal for such year, then one-third of the Target PSUs shall vest.
If the Company exceeds the threshold SaaS revenue goal for the
applicable year but achieves less than the target SaaS revenue
goal for such year, then a pro-rata amount for such year shall
vest. Notwithstanding the foregoing, the grantees have the
opportunity to earn any unvested portion of the amount that could
have been earned for 2017 if the Company achieves the applicable
SaaS revenue goals for 2018 or 2019, and any unvested portion of
the amount that could have been earned for 2018 if the Company
achieves the applicable SaaS revenue goals for 2019.
If the Company achieves the overachievement SaaS revenue goal for
2019, then all of the Overachievement PSUs shall vest. If the
Company exceeds the target SaaS revenue goal for 2019, but
achieves less than the overachievement SaaS revenue goal for
2019, then a pro-rata amount of the Overachievement PSUs shall
vest.
2019, then all of the Overachievement PSUs shall vest. If the
Company exceeds the target SaaS revenue goal for 2019, but
achieves less than the overachievement SaaS revenue goal for
2019, then a pro-rata amount of the Overachievement PSUs shall
vest.
If a change in control occurs and the PSU awards are continued by
the acquiror, then (i) the performance vesting conditions
described above shall no longer apply and (ii) any unvested
portion of the Target PSUs (but not the Overachievement PSUs)
shall vest in installments in 2018, 2019 and 2020, as applicable,
depending on the date of the change in control; provided,
however, that if the grantee is terminated without cause (as such
term is defined in the award agreement) on or within one year
after the change in control or the grantee terminates for good
reason (as such term is defined in the award agreement), where
the good reason event occurs on or within one year after the
change in control, then any unvested portion of the Target PSUs
(but not the Overachievement PSUs) shall vest on the date of such
termination.
the acquiror, then (i) the performance vesting conditions
described above shall no longer apply and (ii) any unvested
portion of the Target PSUs (but not the Overachievement PSUs)
shall vest in installments in 2018, 2019 and 2020, as applicable,
depending on the date of the change in control; provided,
however, that if the grantee is terminated without cause (as such
term is defined in the award agreement) on or within one year
after the change in control or the grantee terminates for good
reason (as such term is defined in the award agreement), where
the good reason event occurs on or within one year after the
change in control, then any unvested portion of the Target PSUs
(but not the Overachievement PSUs) shall vest on the date of such
termination.
In all cases, any unvested PSUs shall be forfeited upon any
termination of the grantees continuous service with the Company
(after giving effect to any applicable accelerated vesting, as
described above).
termination of the grantees continuous service with the Company
(after giving effect to any applicable accelerated vesting, as
described above).
|
Name
|
Target PSUs
|
Overachievement PSUs
|
|
Michael Tessler
|
34,037
|
33,168
|
|
James A. Tholen
|
17,705
|
17,278
|
|
Scott D. Hoffpauir
|
17,705
|
17,278
|
|
Taher G. Behbehani
|
7,301
|
7,301
|
About BroadSoft, Inc. (NASDAQ:BSFT)
BroadSoft, Inc. is a provider of software and services that enable telecommunications service providers to deliver hosted, cloud-based Unified Communications (UC) to their enterprise customers. The Company offers service providers two deployment options, software and software-as-a-service (SaaS), to enable them to offer UC services to their enterprise customers. Hosted UC enables the delivery of Private Branch Exchange (PBX) features without the need for premise-based equipment. Hosted UC can be delivered through service providers using their own Internet protocol (IP)-based networks, as well as over the public Internet. In addition to voice telephony, UC offers additional features, such as full integration with mobile devices, conferencing, instant messaging and presence (IM&P) and Web collaboration. Its Hosted UC products enable service providers to offer enterprises IP PBX and UC features through a hosted service rather than through premise-based equipment, such as PBXs. BroadSoft, Inc. (NASDAQ:BSFT) Recent Trading Information
BroadSoft, Inc. (NASDAQ:BSFT) closed its last trading session down -0.30 at 42.80 with 212,094 shares trading hands.
