Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 20, 2022, the Board of Directors (the “Board”) of DocuSign, Inc. (the
“Company”) accepted the resignation of Dan Springer from his position as the
Company’s President and Chief Executive Officer, effective June 20, 2022 (the
“CEO Effective Date”).
On June 20, 2022, the Board also accepted the resignation of Scott Olrich, the
Company’s Chief Operating Officer, effective June 20, 2022.
On June 16, 2022, the Board appointed Mary Agnes “Maggie” Wilderotter, a Class
III director and Board Chair, as the Company’s interim President and Chief
Executive Officer (the “Interim CEO”), effective as of the CEO Effective Date,
and appointed Peter Solvik, a Class III director, to serve as the Company’s Lead
Independent Director, effective as of June 16, 2022.
Ms. Wilderotter has served on the Board since March 2018 and as Board Chair
since January 2019. Since August 2016, Ms. Wilderotter has been Chairman and
Chief Executive Officer of the Grand Reserve Inn, a luxury inn on Wilderotter
Vineyards. Ms. Wilderotter previously served in various senior and management
roles at Frontier Communications Corp., a telecommunications company, including
as President and Chief Executive Officer. Ms. Wilderotter currently serves on
the boards of directors of Costco Wholesale Corp., a wholesale retailer; Lyft,
Inc., a ride-sharing service company; and Sana Biotechnologies, a biotechnology
company. Ms. Wilderotter previously served on the boards of directors of Hewlett
Packard Enterprise Co., a technology company; Frontier Communications Corp;
Xerox Corp; DreamWorks Animation SKG Inc., an entertainment company; The Procter
& Gamble Company, a consumer products company; Juno Therapeutics, Inc., a
biopharmaceutical company; and Cadence Design Systems, an electronic design
automation software and engineering services company. Ms. Wilderotter holds a
B.A. in Economics from the College of the Holy Cross.
There are no arrangements or understandings between Ms. Wilderotter and any
other persons pursuant to which she was appointed as Interim CEO. There are no
family relationships among any of the Company’s directors or executive officers
and Ms. Wilderotter, and she has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The Company has entered into an offer letter with Ms. Wilderotter (the
“Wilderotter Offer Letter”), which sets forth the principal terms and conditions
of her employment as Interim CEO, including, among other things: (i) her initial
base salary at the annualized rate of $734,000; (ii) a monthly service bonus
payment of $67,283 following the completion of each full or partial month of her
continued employment as Interim CEO; and (iii) a grant of restricted stock units
subject to time-based vesting (the “RSU Award”). The RSU Award consists of a
number of shares to be determined by dividing $4,550,000 by the average daily
closing price of the Company’s common stock on the Nasdaq Global Select Market
for the 15 trading days prior to, and ending on the trading day immediately
preceding, the date Ms. Wilderotter commences serving as Interim CEO (the “Start
Date”). The RSU Award will vest in four installments, subject to Ms.
Wilderotter’s continued employment as Interim CEO, as follows: (i) 50% of the
RSU Award shall vest on the earlier of the six-month anniversary of the Start
Date, the appointment of a permanent chief executive officer or a change in
control of the Company; and (ii) 50% of the RSU Award (“Tranche 2”) shall vest
in three equal installments, with 1/3 of the shares subject to Tranche 2 vesting
on each of the four-month, seven-month and twelve-month anniversaries of the
Start Date, subject to her continued employment as Interim CEO through each such
date. The Wilderotter Offer Letter provides that any equity awards that Ms.
Wilderotter received as compensation for her prior Board service remain
outstanding and continue to vest pursuant to their terms.
The foregoing description of the Wilderotter Offer Letter is not complete and is
qualified in its entirety by reference to the full text of the Wilderotter Offer
Letter, which is filed as Exhibit 10.1 hereto.
On June 21, 2022, the Company entered into amendments to the existing Executive
Severance and Change in Control Agreements previously entered into with each of
Cynthia Gaylor, the Company’s Chief Financial Officer; Stephen Shute, the
Company’s President, Field Operations; and James Shaughnessy, the Company’s
Chief Legal Officer (each, a “Severance Agreement Amendment”). Under these
Severance Agreement Amendments, the Company will provide certain enhanced
benefits to each of the foregoing officers in the event of their termination
without “Cause” (as defined in their existing Executive Severance and Change in
Control Agreements) during the 12-month period ending on June 21, 2023, such
that these executives would each receive (i) 12 months of base salary severance,
(ii) a payment equal to 100% of his or her target bonus, (iii) 12 months of
COBRA coverage and (iv) 12 months of vesting acceleration under the time-based
restricted stock unit awards granted to each between February 1, 2022 and Ms.
Wilderotter’s Start Date. All other terms and conditions of the existing
Executive Severance and Change in Control Agreements remain unchanged.
The foregoing descriptions of the Severance Agreement Amendments are not
complete and are qualified in their entirety by reference to the full text of
each such agreement, which are filed as Exhibits 10.2, 10.3, and 10.4 hereto,
Item 7.01. Regulation FD Disclosure
A press release dated June 21, 2022 announcing the foregoing leadership changes
is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
by reference herein. The information in Item 7.01 of this current report,
including Exhibit 99.1 attached hereto, is furnished and shall not be treated as
filed for purposes of the Securities Exchange Act of 1934.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 10.1 Offer Letter, dated June 17, 2022, by and between Mary Agnes Wilderotter and DocuSign, Inc. 10.2 Amendment to Amended and Restated Executive Severance and Change in Control Agreement, dated June 21, 2022, by and between Cynthia Gaylor and DocuSign, Inc. 10.3 Amendment to Executive Severance and Change in Control Agreement, dated June 21, 2022, by and between James Shaughnessy and DocuSign, Inc. 10.4 Amendment to Executive Severance and Change in Control Agreement, dated June 21, 2022, by and between Stephen Shute and DocuSign, Inc. 99.1 Press Release dated June 21, 2022 concerning leadership changes. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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