Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chris Maloof as President, Go To Market
On June 16, 2022, MeridianLink, Inc. (the “Company”) announced that its Board of
Directors has appointed Christopher Maloof, age 39, as the Company’s President,
Go To Market, effective on June 15, 2022 (the “Start Date”). Mr. Maloof
currently serves as the Company’s Chief Product Officer, where he is responsible
for the Company’s strategic product direction.
Prior to joining the Company in October 2019 as Chief Product Officer, Mr.
Maloof served as SVP of Product Management, Professional Services & Sales
Engineering at Rogue Wave Software from July 2018 to August 2019 and as Vice
President, Strategy and Corporate Development at Aspira from October 2017 to
July 2018. Before joining Aspira, Mr. Maloof held various leadership positions
at ACTIVE Network, including Vice President, Operations, and began his career in
engineering at General Electric. Mr. Maloof currently serves on the board of
directors of Motus LLC, a software and technology service company in which
certain investment funds advised by Thoma Bravo hold an investment. Mr. Maloof
holds a B.S. in Electrical Engineering from Boston University and an M.B.A. from
Harvard Business School.
In connection with his appointment as President, Go To Market, the Company
entered into an Amended and Restated Employment Agreement with Mr. Maloof (the
“Employment Agreement”) providing for: (i) a base salary of $486,000 per year
(the “Base Salary”), (ii) eligibility to receive cash incentive compensation
with a target of 75% of his base salary, subject to the terms of any applicable
incentive compensation plan(s), (iii) a grant of stock options (the “Options”)
and restricted stock units (the “Time-Based RSUs”) in an amount equal to
$3,859,000 in the aggregate pursuant to the Company’s 2021 Stock Option and
Incentive Plan, 25% of which amount shall be Options and 75% of which shall be
Time-Based RSUs (the “Equity Award”), which shall vest with respect to 25% of
the Equity Award on the first anniversary of the Start Date, and then ratably
over the following twelve quarters, in each case subject to Mr. Maloof’s
continued service with the Company, (iv) if Mr. Maloof’s employment is
terminated without Cause or Mr. Maloof terminates his employment for Good
Reason, each as defined in the Employment Agreement, and Mr. Maloof signs a
separation agreement and release of claims, the Company shall be obligated to
(1) pay him a cash severance payment equal to the sum of 12 months of his
then-current base salary, the amount of any bonus earned in respect of the prior
fiscal year that would have been paid if Mr. Maloof’s employment had not been
terminated and a pro-rated amount of his target bonus for the then-current year,
and (2) if he elects healthcare continuation coverage under the law known as
“COBRA,” pay up to 12 monthly payments equal to the monthly employer
contribution that the Company would have made to provide health insurance to Mr.
Maloof if he had remained employed by the Company, and (v) if Mr. Maloof’s
employment is terminated without Cause or Mr. Maloof terminates his employment
for Good Reason either 3 months before or during the 12-month period after a
change in control, and if he executes a separation and release agreement, then
in lieu of the payments and benefits set forth in (iv), he would be entitled to
(1) a lump-sum cash severance payment equal to the sum of 18 months of Mr.
Maloof’s then-current base salary and the amount of any bonus earned in respect
of the prior fiscal year that would have been paid if his employment had not
been terminated, (2) acceleration of all unvested equity awards, as of the later
of (A) the date of termination or (B) the effective date of a separation and
release agreement, and (3) if he elects healthcare continuation coverage under
COBRA, the Company will pay up to 18 monthly payments equal to the monthly
employer contribution that the Company would have made to provide health
insurance to Mr. Maloof if he had remained employed by the Company. The
foregoing summary does not purport to be complete and is qualified in its
entirety by reference to the full text of the Employment Agreement, a copy of
which is attached hereto as Exhibit 10.1 and is incorporated herein by
The Company and Mr. Maloof also entered into an agreement regarding
confidentiality, intellectual property assignment and certain post-termination
covenants of Mr. Maloof, including non-solicitation and non-competition.
The Company will enter into an indemnification agreement with Mr. Maloof in
connection with his employment, which will be in substantially the same form as
that entered into with the other executive officers of the Company filed as
Exhibit 10.5 to the Company’s annual report on Form 10-K filed on March 10, 2022
and incorporated herein by reference.
There are no family relationships between Mr. Maloof and any director or
executive officer of the Company, and the Company has not entered into any
transactions with Mr. Maloof that are reportable pursuant to Item 404(a) of
Regulation S-K. Except as described above, there are no arrangements or
understandings between Mr. Maloof and any other persons pursuant to which he was
appointed as President, Go To Market.
Item 7.01 Regulation FD Disclosure.
On June 16, 2022, the Company issued a press release announcing Mr. Maloof’s
appointment as President, Go To Market. A copy of the press release is furnished
as Exhibit 99.1 to this Report on Form 8-K.
The information contained in this Item 7.01 of this Current Report on Form 8-K,
including the Exhibit 99.1 attached hereto, shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly set forth by
specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Exhibit Description 10.1* Amended and Restated Employment Agreement between the Company and Chris Maloof, dated as of June 15, 2022. 99.1 Press Release dated June 1 6 , 2022. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
Registrant hereby undertakes to furnish supplementally a copy of any omitted
schedule upon request by the U.S. Securities and Exchange Commission.
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