Cornerstone OnDemand, Inc. (NASDAQ:CSOD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
2017 Executive Bonus Plan
On March5, 2017, the Compensation Committee (the
Compensation Committee ) of the Board of
Directors (the Board ) of Cornerstone OnDemand,
Inc. (the Company ) established an executive
compensation plan for fiscal year 2017 (the 2017
Plan ) as part of its annual review of target incentive
compensation for the Companys executive officers (except for
Vincent Belliveau and David Carter, for whom the Company has
approved the sales commission plans described below).
Under the terms of the 2017 Plan, each of the eligible executive
officers will be entitled to receive a bonus that will vary in
amount depending on the Companys success in achieving certain
performance targets with respect to revenue, billings, free cash
flow, and non-GAAP net income. The amount payable with respect to
each metric may be greater or less depending on the extent to
which the Companys performance exceeds or falls short of the
applicable target. The target bonus amount for Adam Miller, the
Companys Chief Executive Officer, is 50% of base salary, and the
target bonus amounts for the Companys other named executive
officers is 70% of their respective base salaries. No bonus
payout for a particular performance metric will be earned unless
the performance threshold for that metric is met.
The following table shows the target bonus amount payable under
the 2017 Plan if the Company achieves each performance metric at
target for each of the following named executive officers:
| Target Bonus Amount | ||||||||
|
Named ExecutiveOfficer |
($) | %ofBase Salary | ||||||
|
Adam Miller, President and Chief Executive Officer |
$ | 500,000 | ||||||
|
Brian Swartz, Chief Financial Officer |
$ | 297,500 | ||||||
|
Mark Goldin, Chief Technology Officer |
$ | 245,000 | ||||||
|
Kirsten Helvey, Chief Operating Officer |
$ | 245,000 |
Commission Plans of Certain Executive
Officers
On March5, 2017, the Compensation Committee approved the terms of
the fiscal year 2017 sales commission plans for each of Vincent
Belliveau, the Companys Executive Vice President and General
Manager of Europe, Middle East and Africa (the Belliveau
Commission Plan ), and David Carter, the Companys Chief
Sales Officer (the Carter Commission Plan ).
Each of the commission plans is effective as of January1, 2017.
Under the Belliveau Commission Plan, Mr.Belliveau is eligible to
receive commissions based on total direct sales in Europe, the
Middle East and Africa. To the extent Mr.Belliveau exceeds his
sales quota for revenue in 2017, his commission rate for 2017
sales will be increased with respect to revenue exceeding his
sales quota. In addition, Mr.Belliveau is eligible to receive
bonuses totaling up to 20,000 if he meets certain milestone sales
targets by specified dates.
For fiscal year 2017, the following table shows the target
commission and target bonus that Mr.Belliveau is eligible to earn
under the Belliveau Commission Plan:
|
Target2017Commission(1) |
Target2017Bonus(2) |
|
| $337,500 | $21,253 |
| (1) |
This amount represents the total performance-based commissions that will be earned under the Belliveau Commission Plan if (i)Mr.Belliveau achieves the sales quota established under the Belliveau Commission Plan and (ii)the percentage of the sales quota attributable to software revenue and service revenue, respectively, is consistent with the Companys projections. |
| (2) |
Mr.Belliveaus target bonus is 20,000, which has been converted into U.S. Dollars at a rate of $1.06 Dollars per Euro, the exchange rate in effect on March5, 2017. The target bonus of 20,000 represents the amount that Mr.Belliveau is eligible to receive if he meets all milestone sales targets by the dates specified in the Belliveau Commission Plan. |
Under the Carter Commission Plan, Mr.Carter is eligible to
receive commissions based on total direct sales in the Americas.
To the extent Mr.Carter exceeds his sales quota for revenue in
2017, his commission rate for 2017 sales will be increased with
respect to revenue exceeding his sales quota. In addition,
Mr.Carter is eligible to receive bonuses totaling up to $20,000
if he meets certain milestone sales targets by specified dates.
For fiscal year 2017, the following table shows the target
commission and target bonus that Mr.Carter is eligible to earn
under the Carter Commission Plan:
|
Target2017Commission(1) |
Target2017Bonus(2) |
|
| $377,600 | $20,000 |
| (1) |
This amount represents the total performance-based commissions that will be earned under the Carter Commission Plan if (i)Mr.Carter achieves the sales quota established under the Carter Commission Plan and (ii)the percentage of the sales quota attributable to software revenue and service revenue, respectively, is consistent with the Companys projections. |
| (2) |
The target bonus of $20,000 represents the amount that Mr.Carter is eligible to receive if he meets all milestone sales targets by the dates specified in the Carter Commission Plan. |
The foregoing descriptions of the Belliveau Commission Plan and
the Carter Commission Plan are qualified in their entirety by
reference to the full text of such plans, each of which will be
filed as exhibits to the Companys Quarterly Report on Form 10-Q
for the three months ending March31, 2017.
About Cornerstone OnDemand, Inc. (NASDAQ:CSOD)
Cornerstone OnDemand, Inc. (Cornerstone) is a provider of talent management solutions delivered as Software-as-a-Service (SaaS). Cornerstone’s Enterprise and Mid-Market solution is a cloud-based suite that addresses needs throughout the entire employee lifecycle, from recruitment, onboarding, training and collaboration, to performance management, compensation, succession planning and analytics. The platform is composed of several products, focused on recruiting, learning management, performance management and analytics. The platform also helps manage business execution through integrating with an organization’s extended enterprise of clients, vendors and distributors by delivering training, certification programs and other content. The Company also offers Cornerstone for Salesforce and Cornerstone Growth Edition. Cornerstone for Salesforce is a cloud-based learning solution developed on the Salesforce.com platform. Cornerstone OnDemand, Inc. (NASDAQ:CSOD) Recent Trading Information
Cornerstone OnDemand, Inc. (NASDAQ:CSOD) closed its last trading session up +0.34 at 40.52 with 306,732 shares trading hands.
