Quotient Technology Inc. (NYSE:QUOT) 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.
e) Compensatory arrangements with certain officers
As previously disclosed in the Form 8-K filed on August 1, 2017, by Quotient Technology Inc. (the “Company”), on July 31, 2017, at a meeting of the board of directors (the “Board”) of the Company, Mr. Steven Boal announced his resignation from his position as Chief Executive Officer of the Company, effective as of September 1, 2017. The Board approved the appointment of Mr. Boal as Executive Chairman of the Company and the appointment of Mr. Mir Aamir as President and Chief Executive Officer of the Company, both effective as of September 1, 2017.
On September 28, 2017, the Compensation Committee (the “Committee”) of the Board approved new compensation arrangements for Mr. Boal, in his role as the Company’s Executive Chairman, and for Mr. Aamir, in his role as the Company’s President and Chief Executive Officer, to reflect each individual’s new role and responsibilities with the Company.
The new compensation arrangement for Mr. Boal reflects his continued focus on key strategic initiatives and product direction. Effective as of September 1, 2017, his compensation provides for an annual base salary of $400,000 and an annual bonus target of 75% of Mr. Boal’s base salary.
The new compensation arrangement for Mr. Aamir reflects his promotion to President and Chief Executive Officer. Effective as of September 1, 2017, his compensation provides for an annual base salary of $500,000 and an annual bonus target of 50% of Mr. Aamir’s base salary. In addition, the Committee approved an equity grant for Mr. Aamir (the “PSU Award”) in the form of 128,205 performance-based restricted stock units (“PSUs”).One-quarter of the PSUs will be eligible to vest on September 5, 2018, September 5, 2019, September 5, 2020 and September 5, 2021 (collectively, the “Vesting Dates”). Each tranche of PSUs will only vest if the Company’s closing stock price has been at least $20.00 for the previous twenty (20) consecutive calendar days, including the applicable vesting date (the “Stock Price Hurdle”). If the Stock Price Hurdle is not achieved on each of the Vesting Dates then each eligible tranche of the PSUs will vest once the Stock Price Hurdle is achieved at any time after the Vesting Dates. Notwithstanding the foregoing, any unvested PSUs will be forfeited on the 5th anniversary of the grant date. Upon a change of control of the Company, if the price per share paid for the Company’s common stock equals or exceeds $20.00, the performance criteria will be deemed achieved for all outstanding PSUs and the outstanding PSUs will be eligible to vest in accordance with the time-based vesting schedule, with such time-based awards subject to the severance protections set forth in Mr. Aamir’s Change of Control Severance Agreement, dated August 2, 2016 (the “Severance Agreement”). The PSUs were granted to the Company’s 2013 Equity Incentive Plan and the standard form of restricted stock unit award agreement previously approved for use under the Plan, as modified to reflect the terms of the PSU Award.
About Quotient Technology Inc. (NYSE:QUOT)
Quotient Technology Inc., formerly Coupons.com Incorporated, is a provider of digital promotions and media solutions. The Company connects consumer packaged goods (CPG) brands and retailers with shoppers by offering digital promotions and media to shoppers through mobile, Web and social channels. The Company’s platform is used by brands, as well as retailers in the grocery, drug, dollar, club and mass merchandise channels to engage shoppers at the critical moments when they are choosing what products to buy and where to shop. Through its platform, CPGs and retailers are able to reach shoppers on the Web and on mobile devices by offering digital coupons through its network, which includes the Coupons.com Website and its Coupons.com, Grocery iQ and Shopmium a receipt-scanning, cash-back mobile application platform; CPG and retailer Websites and mobile applications, and the Websites and mobile applications of over 30,000 registered partner sites included in its publisher network.
