Cubic Corporation (NYSE:CUB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August27, 2018, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Cubic Corporation (“Cubic”), and to the amended and restated bylaws of Cubic, the Board appointed Prithviraj Banerjee to fill a newly-created seat on the Board, effective September1, 2018, with an initial term expiring at the 2019 annual meeting of Cubic’s shareholders.
Banerjee is currently a senior client partner for Korn Ferry where he is responsible for the Internet of Things (IoT) and digital transformation advisory services within the organization’s global industrial practice. He also serves on the Board of Directors of Cray,Inc., a company that specializes in supercomputers and solutions for storage and analytics. Prior to his role at Korn Ferry, Banerjee was the executive vice president and chief technology officer for Schneider Electric, responsible for driving innovation and technology differentiation and R&D activities of the company. He has also served in several senior leadership roles including managing director of global technology R&D at Accenture; chief technology officer and executive vice president of ABB; and senior vice president of research and director of HP Labs at Hewlett-Packard. Banerjee founded AccelChip, a developer of products and services for electronic design automation in 2000 and was also the founder, chairman and chief scientist of BINACHIP in 2006.
During Banerjee’s 22-year career in academia, he served as dean of the College of Engineering at the University of Illinois at Chicago, Walter P. Murphy professor and chairman of electrical and computer engineering (ECE) at Northwestern University and professor of ECE at the University of Illinois. Banerjee holds a Bachelor of Technology in electronics and electrical engineering from the Indian Institute of Technology in Kharagpur,India and a Master of Science and Ph.D. in electrical engineering from the University of Illinois at Urbana-Champaign.
Banerjee will receive an award of restricted stock units with a market value of $75,000.00 with the annual director grants in November2018. The award will be granted to Cubic’s standard form of Non-Employee Director Restricted Stock Unit Award Grant Notice and Award Agreement under Cubic’s 2015 Equity Incentive Plan, and will vest in two parts, the first on October1, 2019 for one half of the total amount, and the second and final on October1, 2020 for the remaining half of the award. Banerjee will receive an annual retainer of $50,000 for his service on the Board, consistent with Cubic’s other non-employee directors. There are no other arrangements or understandings between Banerjee and any other person to which he was selected to serve on the Board. There are no transactions in which Cubic is a party and in which Banerjee has a material interest subject to disclosure under Item 404(a)of Regulation S-K. There are no related person transactions (within the meaning of Item 404(a)of Regulation S-K) in which Cubic is a party and in which Banerjee has a material interest. The Board has determined that Banerjee meets the applicable independence requirements of the rulesand regulations of the New York Stock Exchange.
