In connection with Mr. Titterton’s appointment as the Chief Operating Officer of the Company, the Company expects the Compensation Committee of the Board to approve the following additional compensation for Mr. Titterton:
Salary and Bonus. Mr. Titterton’s annual salary rate will be increased to $400,000 and his target bonus under the Company’s Amended and Restated Executive Incentive Bonus Plan will continue to be 75% of his base salary.
Equity Compensation. Mr. Titterton will be granted an option to purchase shares of the Company’s common stock under the Zendesk, Inc. 2014 Stock Option and Incentive Plan (the “Stock Plan”) valued at $500,000. The number of shares of the Company’s common stock subject to the option will be determined by multiplying $500,000 by two, then dividing the result by the greater of the average daily closing price of the Company’s common stock for a 30 consecutive trading day period prior to the date of grant or a floor price determined on a quarterly basis, with an exercise price equal to the closing price of the Company’s common stock on the date of grant. In addition, Mr. Titterton will be granted the number of restricted stock units under the Stock Plan equal to $500,000 divided by the greater of the average daily closing price of the Company’s common stock for a 30 consecutive trading day period prior to the date of grant or a floor price determined on a quarterly basis. Each of Mr. Titterton’s stock option award and restricted stock unit award will vest over a period of four years, with 1/48th of the shares subject to each respective grant vesting each month after the vesting commencement date, subject to Mr. Titterton’s continued employment with the Company on the applicable vesting date.
Appointment of Chief Technology Officer
On March 31, 2021, the Company’s Board appointed Adrian McDermott as its Chief Technology Officer, effective April 5, 2021. From October 2016 until his appointment as Chief Technology Officer, Mr. McDermott served as the Company’s President of Products. Mr. McDermott has served on the board of directors of FireEye, Inc., a security software company, since January 2019. Mr. McDermott served as the Company’s Senior Vice President, Product Development from July 2010 until October 2016. Mr. McDermott holds a B.Sc. in computer science from De Montfort University.
There are no arrangements or understandings between Mr. McDermott and any other persons pursuant to which he was appointed as Chief Technology Officer. There are also no family relationships between Mr. McDermott and the executive officers or directors of the Company, and no transactions involving the Company and Mr. McDermott that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. McDermott’s appointment as the Chief Technology Officer of the Company, the Company expects the Compensation Committee of the Board to approve the following additional compensation for Mr. McDermott:
Equity Compensation. Mr. McDermott will be granted an option to purchase shares of the Company’s common stock under the Stock Plan valued at $500,000. The number of shares of the Company’s common stock subject to the option will be determined by multiplying $500,000 by two, then dividing the result by the greater of the average daily closing price of the Company’s common stock for a 30 consecutive trading day period prior to the date of grant or a floor price determined on a quarterly basis, with an exercise price equal to the closing price of the Company’s common stock on the date of grant. In addition, Mr. McDermott will be granted the number of restricted stock units under the Stock Plan equal to $500,000 divided by the greater of the average daily closing price of the Company’s common stock for a 30 consecutive trading day period prior to the date of grant or a floor price determined on a quarterly basis. Each of Mr. McDermott’s stock option award and restricted stock unit award will vest over a period of three years, with 1/3rd of the shares subject to each respective grant vesting each year after the vesting commencement date, subject to Mr. McDermott’s continued employment with the Company on the applicable vesting date.
Resignation of Chief Financial Officer
As previously announced, Elena Gomez will resign from her position as Chief Financial Officer of the Company. As of March 31, 2021, the Company confirmed that the final day of employment for Ms. Gomez will be May 5, 2021.