Blog: EVERBRIDGE, INC. : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain


Appointment of Chief Executive Officer and Director.

On July 25, 2022, Everbridge, Inc. (the “Company”) announced that David Wagner
has been appointed as the Chief Executive Officer, effective immediately.
Mr. Wagner has also been appointed as a member of the Company’s Board of
Directors, effective upon the Board’s approval of his appointment, which is
anticipated to be July 28, 2022. Mr. Wagner succeeds Patrick Brickley and Vernon
Irvin, who were serving as Interim Co-Chief Executive Officers. Mr. Brickley
will continue in his current role of Executive Vice President and Chief
Financial Officer and Mr. Irvin will continue in his current role of Executive
Vice President and Chief Revenue Officer. Mr. Wagner, age 57, joins Everbridge
from Zix Corporation, a SaaS-based data protection and compliance company, where
he served as President and Chief Executive Officer from January 2016 to December
2021. Prior to that, Mr. Wagner served as President of Entrust and Senior Vice
President of Entrust Datacard, a provider of trusted identity and secure
issuance technology solutions, from December 2013 to December 2015.

Mr. Wagner does not have any family relationships with any of the Company’s
directors or executive officers, is not a party to any transactions of the type
that would be required to be reported under Item 404(a) of Regulation S-K under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and was
not appointed pursuant to any arrangement or understanding with any other

Employment Agreement and Other Compensatory Arrangements

In connection with Mr. Wagner’s appointment, the Company entered into an
employment agreement with Mr. Wagner on July 25, 2022 (the “Agreement”).
Mr. Wagner had first signed an offer letter with the Company which became
effective on July 19, 2022, upon the completion of standard background checks.
The Agreement supersedes the offer letter. Under the Agreement, Mr. Wagner will
receive an initial annual base salary of $425,000 and is eligible to earn an
annual cash incentive bonus of $425,000, which will be pro-rated for fiscal
2022, pursuant to the Company’s management incentive plan upon the achievement
of certain individual and/or Company performance goals set by the Compensation
Committee of the Company’s Board of Directors. The Company will assist
Mr. Wagner in arranging an apartment in the Boston metropolitan area as well as
reimburse him for related housing and travel expenses, in accordance with
applicable Company policies. Mr. Wagner is also eligible to participate in the
Company’s employee benefit, welfare and other plans, as may be maintained by the
Company from time to time, on a basis no less favorable than those provided to
other similarly-situated executives of the Company. Mr. Wagner is also subject
to certain customary confidentiality, non-competition and non-solicitation

Pursuant to the Agreement, the Company will grant Mr. Wagner the following
awards pursuant to the Company’s 2016 Equity Incentive Plan: (i) 200,000
restricted stock units (the “RSU Grant”), with 25% of the RSU Grant vesting on
December 31, 2022, and the remaining 75% vesting in twelve equal quarterly
installments, with the first such vesting date on October 31, 2023, and (ii)
200,000 performance stock units (the “PSU Grant”), with up to 75% of the PSU
Grant becoming eligible to vest based on the compound annual growth rate
(“CAGR”) achieved by the Company during the eight fiscal quarters from
January 1, 2022 to December 31, 2023, and up to an additional 75% of the PSU
Grant becoming eligible to vest based on the CAGR achieved during the 12 fiscal
quarters from January 1, 2022 to December 31, 2024, with the actual vesting date
in each case occurring on the filing of the Company’s Form 10-Q for the quarters
ending June 30, 2024 and June 30, 2025, respectively. The vesting of each award
above is subject to Mr. Wagner’s continued service to the Company through each
applicable vesting date or event. Mr. Wagner may not sell or dispose of any of
the initial 25% vested shares of the RSU Grant until the first anniversary of
the grant date, except in the event of a termination of his employment by the
Company without “cause” (as defined in the Agreement), termination due to his
death, or immediately prior to a Change in Control (as defined in the 2016
Equity Incentive Plan). If the Company undergoes a Change in Control and
Mr. Wagner is not granted equivalent equity by the acquiring entity or if his
employment is terminated without “cause” or by him for “good reason” (each as
defined in the Agreement) during the first 12 months after such Change in
Control, then the vesting of the RSU Grant and the PSU Grant, together with all
subsequent equity grants, will be accelerated in full, provided that if a Change
in Control occurs during the first 12 months of Mr. Wagner’s employment, then
acceleration for the initial RSU Grant and the PSU Grant will be limited to a
total of 25% of such grants.



If Mr. Wagner’s employment is terminated by the Company without “cause” (as
defined in the Agreement) or Mr. Wagner resigns for “good reason” (as defined in
the Agreement), subject to the execution of a release of claims and continued
compliance with his restrictive covenants, he will be entitled to receive
(i) twelve months of his then current base salary, paid over time in accordance
with the Company’s payroll practices then in effect (the “Separation Payments”),
and (ii) payment of premiums for continued health benefits under COBRA for up to
the duration of the applicable period that Mr. Wagner is receiving Separation
Payments. If Mr. Wagner’s employment ends due to his death or “disability” (as
defined in the Agreement), he (or his estate in the event of death) is entitled
to continued payment of his then current base salary for three months following
the termination of his employment. The payment of the Separation Payments is
contingent upon Mr. Wagner’s continued compliance with the confidentiality,
non-competition and non-solicitation and confidentiality covenants contained in
the Agreement. The confidentiality covenant has an indefinite term, and the
non-competition and non-solicitation covenants each have a term effective both
during employment and for two years and one year following a termination of his
employment, respectively.

In addition to the Agreement, Mr. Wagner will enter into our standard form of
indemnification agreement, the form of which has been filed as Exhibit 10.9 to
our Registration Statement on Form S-1, filed with the SEC on August 19, 2016.

Item 7.01 Regulation FD Disclosure.

On July 25, 2022, the Company issued a press release announcing the appointment
of Mr. Wagner as the Company’s Chief Executive Officer and his pending
appointment to the Company’s Board of Directors. A copy of the press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
by reference herein. The information in the press release shall not be deemed
“filed” for purposes of Section 18 of 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.       Description

10.1                Employment Agreement dated July 25, 2022, between David Wagner
                  and the Company

99.1                Press release dated July 25, 2022

104               Cover Page Interactive Data File (embedded within the Inline XBRL



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