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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 22, 2022, DocuSign, Inc. (the “Company”) announced that Allan
Thygesen would be joining the Company as its President and Chief Executive
Officer, effective as of Mr. Thygesen’s start date, expected to be no later than
October 10, 2022 (the “CEO Start Date”).


Mr. Thygesen served as President, Americas & Global Partners at Google Inc. (a
subsidiary of Alphabet Inc.) from June 2021 to September 2022, as President,
Americas from February 2017 to May 2021, as President, Google Marketing
Solutions from September 2014 to February 2017, and as Vice President, Global
SMB Sales and Operations from September 2011 to September 2014. Before joining
Google, Mr. Thygesen consulted to Google and other companies in 2010 and until
September 2011 and previously co-founded an early stage venture firm and was a
managing director and partner in the U.S. venture and growth funds of The
Carlyle Group, where he led investments in startups in sectors including
e-commerce, enterprise software, mobile advertising and imaging. Earlier, Mr.
Thygesen served as an executive in several public and private companies,
including Wink Communications, Inc., an interactive television technology
company, which he helped take public in 1999. He also served as a lecturer at
the Stanford Graduate School of Business from 2014 to 2021. Mr. Thygesen has
served on the board of directors of RingCentral, Inc. (NYSE: RNG) since October
2015 and has served on the boards of directors of various private companies. Mr.
Thygesen holds an M.Sc. in Economics from the University of Copenhagen and an
MBA from Stanford University.

There are no arrangements or understandings between Mr. Thygesen and any other
persons, pursuant to which he was appointed as President and Chief Executive
Officer, no family relationships among any of the Company's directors or
executive officers and Mr. Thygesen, and he has no direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.

Offer Letter with Mr. Thygesen


On September 13, 2022, the Company and Mr. Thygesen entered into an offer letter
containing the principal terms and conditions of his employment as the Company's
President and Chief Executive Officer (the "CEO Offer Letter"). Pursuant to the
terms of the CEO Offer Letter, Mr. Thygesen will also join the Board of
Directors of the Company, which is expected to occur on or before the CEO Start
Date.

The CEO Offer Letter provides for, among other things: (i) an initial annual
base salary of $1,000,000; (ii) eligibility for an annual target cash bonus up
to 100% of the amount of his then-current base salary, 60% of which, on a
prorated basis, Mr. Thygesen will be eligible to receive with respect to the
remainder of the Company's current fiscal year; and (iii) certain equity awards
as described below.

Sign-On RSU Award. Mr. Thygesen is eligible to receive an award of restricted
stock units with a target value of $20,000,000, subject to his continuous
service with the Company on the one-year anniversary of the CEO Start Date (the
"Sign-On RSU Award").

FY23 RSU Award. Mr. Thygesen is also eligible to receive an award of restricted
stock units with a target value of $10,000,000, vesting over four years, subject
to Mr. Thygesen's continuous service through each such vesting date (the "FY23
RSU Award").

TSR PSU Award. Mr. Thygesen is also eligible to receive an award of
performance-based restricted stock units (the "TSR PSU Award") with a target
value of $10,000,000, subject to the achievement of certain performance metrics
(the "Target TSR PSUs"). Mr. Thygesen is eligible to earn up to 200% of the
Target TSR PSUs upon "maximum" level achievement of the applicable performance
metrics.

The TSR PSU Award is subject to both (i) the achievement of performance goals
related to the Company's relative "total shareholder return" as measured against
the Nasdaq Composite Index over a three-year performance period, determined at
the end of one-year, two-year and three-year performance periods with
performance capped at 1/3rd of the Target TSR PSUs for the first and second
performance periods and (ii) Mr. Thygesen's continuous service as the Company's
Chief Executive Officer, or as the Company's Executive Chairman under certain
circumstances (as applicable, the "CEO Service") through the end of the
applicable performance period. Generally, if Mr. Thygesen's CEO Service
terminates for any reason prior to the end of a performance period, the
remaining unvested TSR PSUs will be forfeited. However, in the event Mr.
Thygesen's CEO Service is terminated by the Company without "Cause" or by Mr.
Thygesen for "Good Reason" (as each such term is defined in the CEO Offer
Letter), he shall vest in a pro rata portion of the TSR PSUs that would have
vested upon actual performance with respect to the in-progress performance
period at the time of such termination, subject to Mr. Thygesen's delivery to
the Company of a release of claims in favor of the Company.




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In the event of a change in control of the Company, the performance period will
end prior to the change in control; achievement with respect to the Company's
relative total shareholder return will be measured using the price per share
paid in such change in control; and any achievement between two performance
targets will be interpolated. Following such change in control, if the TSR PSU
Award is assumed by the acquiror, the resulting PSUs will vest in equal
installments on the last day of the remaining open performance periods, subject
to Mr. Thygesen's service through such dates; provided, however, in the event
his service following the change in control is terminated without "Cause" or by
Mr. Thygesen for "Good Reason", the PSUs will vest on Mr. Thygesen's termination
date, subject to Mr. Thygesen's delivery to the Company of a release of claims
in favor of the Company.

SVC PSU Award. In addition to the foregoing grants, Mr. Thygesen is eligible to
receive an award of performance-based restricted stock units subject to certain
stock price targets (the "Shareholder Value Creation (SVC) PSU Award"). The SVC
PSU Award is divided into six tranches (each, a "Tranche") that each require
achievement of a stock price target (each, a "Stock Price Target") as set forth
in the Stock Price Target Table below. Each of Tranches 1 through 5 represent
the right to acquire the number of shares of our common stock equal to
approximately (x) $7,700,000 divided by (y) the average daily closing price of
the Company's common stock on the Nasdaq Global Select Market for the thirty
(30) trading days ending on the fifteenth (15th) trading day following the first
public announcement by the Company of Mr. Thygesen's appointment as CEO (the
"30-Day Average") multiplied by a Monte Carlo factor, with such resulting shares
vesting if the applicable Stock Price Targets are achieved within five years of
the CEO Start Date (the "5-Year Performance Period"). Tranche 6 represents the
right to acquire the number of shares of our common stock equal to (x)
$11,500,000 divided by (y) the 30-Day Average multiplied by a Monte Carlo
factor, with such resulting shares vesting if the applicable Stock Price Target
is achieved within seven years of the CEO Start Date (the "7-Year Performance
Period").

        Tranche No.                      Tranche Value               Share 

Price Target as % increase from

                                                                                30-Day Average
             1                             $7,700,000                                 25%
             2                             $7,700,000                                 80%
             3                             $7,700,000                                120%
             4                             $7,700,000                                233%
             5                             $7,700,000                                317%
             6                            $11,500,000                                483%



A Stock Price Target will be achieved if the average daily closing price of the
Company's common stock on the Nasdaq Global Select Market for ninety (90)
calendar days equals or exceeds the applicable Stock Price Target during the
applicable performance period.

For each achieved Tranche, 50% of the achieved PSUs will vest upon the later of
its achievement and the one-year anniversary of the grant date (the "One-Year
Anniversary"), and the remaining 50% will vest on the two-year anniversary of
its achievement, subject to Mr. Thygesen's continuous CEO Service through such
dates. Generally, if Mr. Thygesen's CEO Service terminates for any reason, any
unachieved PSUs and any achieved PSUs that have not yet time-vested will be
forfeited upon such termination. However, in the event Mr. Thygesen's CEO
Service is terminated by the Company without "Cause" or he resigns for "Good
Reason" (each as defined in the CEO Offer Letter) any achieved PSUs that have
not yet time-vested shall vest, subject to Mr. Thygesen's delivery to the
Company of a release of claims in favor of the Company. In addition, in the
event Mr. Thygesen's CEO Service terminates due to a termination by the Company
without "Cause", his resignation for "Good Reason" or as a result of his death
or terminal condition, in each case after the One-Year Anniversary, Mr. Thygesen
will be entitled to vest in 50% of any Tranches that are achieved during the six
months following such termination.
. . .


Item 7.01. Regulation FD Disclosure


A press release dated September 22, 2022 announcing the Company's new President
and CEO 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.
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Safe Harbor Statement


Information provided in this Current Report on Form 8-K may contain statements
relating to current expectations, estimates, forecasts and projections about
future events that are "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
generally relate to the Company's plans, objectives and expectations for
compensation matters related to its Mr. Thygesen's service as the Company's
President and Chief Executive Officer and Mr. Thygesen's start date as the
Company's Chief Executive Officer and President. Actual future results may
differ materially from those projected as a result of certain risks and
uncertainties. For a discussion of such risks and uncertainties, see "Risk
Factors" as described in the Company's Annual Report for the year ended January
31, 2022 on Form 10-K filed with the Commission on March 25, 2022, the Company's
Quarterly Report on Form 10-Q for the quarter ended July 31, 2022 filed with the
Commission on September 8, 2022, and other reports on file with the Commission.

These forward-looking statements are made only as of the date hereof, and the
Company undertakes no obligation to update or revise the forward-looking
statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.


(d) Exhibits:
Exhibit No.        Description
                     Offer Letter dated September 13, 2022 by and between Allan Thygesen and
10.1               DocuSign, Inc.
99.1                 Press Release dated September 22, 2022.
104                Cover Page Interactive Data File (embedded within the 

Inline XBRL document)

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