Splunk Inc. (NASDAQ:SPLK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May2, 2019, Splunk Inc. (the Company) announced that Jason Child has been appointed as the Companys Senior Vice President and Chief Financial Officer, effective as of May6, 2019.
Mr.Child, age 50, has served as Chief Financial Officer at Opendoor Labs,Inc., an online real estate marketplace, since 2017. From 2015 to 2016, Mr.Child was Chief Financial Officer at Jawbone, a consumer technology and wearable products company. Mr.Child served as Chief Financial Officer at Groupon,Inc., an e-commerce company, from 2010 to 2015. Previously, he spent over 11 years leading various global finance teams at Amazon.com,Inc., an e-commerce and cloud computing company. Mr.Child began his career at Arthur Andersen LLP. He holds a B.A. from the University of Washington.
There is no arrangement or understanding between Mr.Child and any other persons to which Mr.Child was appointed as Chief Financial Officer. There are no family relationships between Mr.Child and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a)of Regulation S-K.
The Company has entered into an offer letter with Mr.Child dated April16, 2019 (the Offer Letter). The Offer Letter provides that Mr.Childs annual base salary will be $460,000, and his target annual bonus will be 75% of base salary. Mr.Child will also receive a cash signing bonus in the amount of $500,000, subject to reimbursement if he voluntarily resigns from the Company without good reason within twelve (12) months of his start date. In addition, Mr.Child will be granted 41,537 restricted stock units (RSUs), which will be subject to time-based vesting, and 62,305 performance units (PSUs), which will be subject to performance-based vesting on terms and conditions consistent with the Companys other executives. The awards will be subject to the terms and conditions of the Companys 2012 Equity Incentive Plan and applicable award agreements.
In the event that Mr.Childs employment is terminated without cause or if he resigns his position for good reason within the period commencing three months before a change in control and ending 18 months after a change in control (each as defined in the Offer Letter), he will be entitled to receive: (i)a lump sum payment equal to 12 months of his annual base salary plus 50% of his annual target bonus; (ii)continued health coverage for 12 months; and (iii)acceleration of vesting as to all then-unvested shares or rights subject to all equity awards which have been granted to him. If, at anytime other than in connection with a change in control as described above, Mr.Childs employment is terminated without cause, he will be entitled to receive: (i)a lump sum payment equal to six months of his annual base salary plus a pro-rated portion of his annual target bonus for the time he is actively employed in the fiscal year of termination; (ii)continued health coverage for six months; and (iii)acceleration of vesting as to the number of shares or rights subject to all equity awards which have been granted to him as would have vested in the six months following his separation from service. The foregoing severance payments and benefits under the Offer Letter are subject to the execution of a separation and release agreement by Mr.Child. In addition, PSUs may be deemed earned and eligible to vest as provided in the applicable PSU agreement.
As previously disclosed, upon the effective date of Mr.Childs appointment, David Conte will become Senior Vice President, Finance, reporting to the Companys Chief Executive Officer and assisting with the transition of Mr.Child and other projects, until his retirement.
A copy of the press release announcing Mr.Childs appointment is filed as Exhibit99.1 to this Current Report on Form8-K.
Item 9.01 Financial Statements and Exhibits