Medidata Solutions, Inc. (NASDAQ:MDSO) 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.

(e) Compensatory Arrangements of Certain Officers

On February 20, 2018, the compensation committee (the “Committee”) of the board of directors of Medidata Solutions, Inc. (the “Company”) approved the following compensatory arrangements for its named executive officers.

2017 Annual Cash Bonuses. The Committee determined the annual cash bonus awards for 2017 for each of the Company’s named executive officers, based on its assessment of achievement of the 2017 performance targets, as follows: Tarek Sherif (Chairman and Chief Executive Officer)—$530,385; Glen de Vries (President)—$530,385; Rouven Bergmann (Chief Financial Officer)— $382,212; Michael Otner (EVP & General Counsel)—$206,633; and Michael Pray (EVP, Global Sales)—$400,000.

2018 Salaries and Bonus Targets. The Committee approved 2018 salaries and target cash bonus amounts for the Company’s named executive officers. The 2018 cash bonuses will be determined by the Committee based on achievement of the following factors: (i) the Chief Executive Officer and President—50% corporate financial performance objectives (revenue and EBITDAO); (ii) EVP, Global Sales —25% on the company performance objectives, 50% based on sales performance objectives (global iACV achievement), and 25% based on individual performance objectives; and (iii) the bonuses for all other named executive officers of the Company will be based 75% on the company performance objectives and 25% based on individual performance objectives.

The table below sets forth the 2018 salaries and target cash bonus amounts of the Company’s named executive officers:

2018 Equity Awards. The Committee approved equity awards for 2018 to the 2017 Long-Term Incentive Plan, with 50% of such awards being in the form of shares of restricted stock with service-based vesting, and 50% of such awards being in the form of restricted stock units with performance-based vesting (“PBRSUs”), except for Messrs. Sherif and de Vries who received 35% of such awards in the form of service-based shares of restricted stock and 65% of such awards in the form of PBRSUs.

The shares of restricted stock will vest annually over a four-year period from grant, 25% on the first anniversary of the grant date and each of the next three annual anniversaries of the grant date (i.e., one-fourth of the shares will vest on each of February 20, 2019, February 20, 2020, February 20, 2021, and February 20, 2022), subject to continued employment with the Company.

Each PBRSU represents a contingent right to receive 0-200% of the target number of shares. The number of shares actually earned shall be in a range from 0% to 200% of the target amount, with one-half of the award vesting based on the Company’s achievement of performance goals based on the Company’s GAAP Net Income Attainment subject to certain limited adjustments over a three-year performance period ending December 31, 2020 (and the illustrative models for over-performance and under-performance in comparison to the Company’s targets that were reviewed by the Committee) and one-half of the award vesting based on the Company’s total stockholder return (“TSR”) relative to the TSR of companies in the Russell 2000 Index over a three-year performance period ending December31, 2020.

The table below sets forth the 2018 awards of restricted stock and PBRSUs awarded to the following named executive officers:

Supplemental Award to EVP- Global Sales. The Committee approved a supplemental restricted stock award of 7,505 shares of restricted stock to Michael Pray (EVP, Global Sales) to the 2017 Long-Term Incentive Plan. The shares shall vest annually over a two-year period from grant, 50% on the first anniversary of the grant date and 50% on the second anniversary of the grant date (i.e., one-half of the shares will vest on each of February 20, 2019 and February 20, 2020).

About Medidata Solutions, Inc. (NASDAQ:MDSO)

Medidata Solutions Inc. (Medidata) is a provider of cloud-based solutions for life sciences. The Company provides cloud-based solutions for clinical research in life sciences, offering platform technology that focuses on the clinical development. The Medidata Clinical Cloud provides a platform of technology and data analytics solutions designed to manage activities across clinical development. Its Planning Cloud provides capabilities for study design and planning, enabling customers to make use of resources through planning at the start of trial design and protocol development. Specific functionality supports visibility into the impact of protocol elements on resource and trial endpoints; comparisons to specific industry benchmarks, and analytics to support appropriate grants to investigator sites and automated negotiations with multiple investigator sites. Data Capture Cloud is Medidata’s electronic data capture (EDC) and its management system solution is Medidata Rave.