Qumu Corporation (NASDAQ:QUMU) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Qumu Corporation (NASDAQ:QUMU) 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

On July 23, 2020 the Compensation Committee of Qumu Corporation (the “Company”) adopted an annual company bonus plan for 2020 (the “2020 Company Bonus Plan”) and set the cash incentive pay opportunities under the 2020 Company Bonus Plan for the Company’s eligible employees, which include its executive officers, TJ Kennedy, President and Chief Executive Officer, and David G. Ristow, Chief Financial Officer.
Under the 2020 Company Bonus Plan, the Compensation Committee determined target amounts of three performance goals for 2020: revenue, adjusted EBITDA and customer retention, which will be weighted 40%, 40% and 20%, respectively. Revenue will be determined in conformity with U.S. generally accepted accounting principles. Adjusted EBITDA is defined as the Company’s net income (loss) excluding items related to interest income and expense, the impact of income-based taxes, depreciation and amortization, stock-based compensation, change in fair value of warrant liabilities, foreign currency gains and losses, the 2020 Company Bonus Plan amounts, other non-operating income and expenses, and transaction-related expenses. Customer retention is measured as a gross renewal rate percentage. The Compensation Committee retains the discretion to include or exclude items from each of the performance goals and to determine the achievement of the performance goals for the purposes of calculating incentive pay under the 2020 Company Bonus Plan.
Under the 2020 Company Bonus Plan, the target level of achievement is also the minimum level of achievement such that achievement of a performance goal at less than target level will result in no incentive pay with respect to that performance goal. Achievement of a performance goal at greater than target level will result in proportionately increasing incentive pay relating to that performance goal. However, under the 2020 Company Bonus Plan, the maximum incentive pay that may be earned by an executive officer will not exceed 150% his incentive pay at the target level, even if actual performance exceeds the maximum level for any or all of the performance goals.
On July 23, 2020, the Compensation Committee also approved the cash incentive pay that the executive officers may earn at the target level of achievement as a percentage of their respective salaries as follows: Messrs. Kennedy and Ristow, 50% and 50%, respectively. As agreed in Mr. Kennedy’s offer letter, Mr. Kennedy’s cash incentive pay will be pro-rated for the 2020 calendar year.
All incentive pay earned under the 2020 Company Bonus Plan will be determined in the first quarter of 2021 based upon the Company’s audited financial results for 2020. A participant in the 2020 Company Bonus Plan, including an executive officer, must be employed by the Company as of December 31, 2020 and as of the payment date in order to receive any incentive pay under the 2020 Company Bonus Plan unless otherwise provided in the Company’s letter agreement with the executive officer relating to severance and change in control benefits. Additionally, all incentive payments are subject to “clawback” to the extent required by federal law and the Company’s Second Amended and Restated 2007 Stock Incentive Plan, as amended.
About Qumu Corporation (NASDAQ:QUMU)

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Qumu Corporation (Qumu) is an enterprise video content management software company. The Company is engaged in providing tools businesses need to create, manage, secure, deliver and measure their videos. The Company operates through the enterprise video content management software business segment. Its video content management software solutions allow organizations to create, capture, organize and deliver content across the extended enterprise to a range of end points, including mobile devices and thick or thin clients. Qumu’s video platform supports both live and on-demand streaming. The Qumu platform is a video content management software solution that can be deployed as a perpetual software license, a term software license or a cloud-hosted software as a service (SaaS). Qumu Capture Studio is a portable software-enabled device that records, edits and publishes video and presentation content.

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