Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On July 24, 2021, the Board of Directors (the “Board”) of CyrusOne Inc., a Maryland corporation (the “Company”) determined to separate with Bruce W. Duncan, with respect to his role as the Company’s President and Chief Executive
Officer. In addition, Mr. Duncan and the Company mutually agreed that he would resign from the Board. These actions were not related to any matter regarding the business or the Company’s operations, financial condition, reported financial
results, internal controls or disclosure controls and procedures.
Mr. Duncan’s separation of employment and resignation from the Board will be effective immediately following the filing of
the Company’s Form 10-Q for the fiscal quarter ended June 30, 2021 (the “Transition Date”).
The Board has appointed David H. Ferdman, currently a member of the Board, to serve as the Company’s President and Chief Executive Officer,
effective as of the Transition Date. Mr. Ferdman will be serving as the President and Chief Executive Officer of the Company on an interim basis while the Board undertakes a search to identify the Company’s next President and Chief Executive
Officer. In connection with Mr. Ferdman’s appointment, the Company and Mr. Ferdman are currently negotiating the terms of his compensation as President and Chief Executive Officer.
Biographical Information for Mr. Ferdman
Mr. Ferdman, age 54, most recently served as a Managing Partner of DTB Capital Partners, a Texas based private investment firm managing a
portfolio of private investments, and serves as the CEO of Cybraics, an advanced detection cyber security company. Mr. Ferdman was a co-founder of CyrusOne and served as President and Chief Executive Officer from 2000 until June 2010. Mr. Ferdman
served as the President until August 2011 and served as the Chief Strategy Officer until January 2013. Upon consummation of our initial public offering, Mr. Ferdman resigned from his employment with the Company. Prior to founding CyrusOne, Mr.
Ferdman was the Chief Operating Officer and co-founder of UWI Association Programs (d/b/a Eclipse Telecommunications), a facilities-based telecommunications service provider. As Chief Operating Officer of UWI, Mr. Ferdman was instrumental in the
company's rapid growth, which culminated in its acquisition by IXC Communications (now part of Level 3 Communications Inc.) in 1998. Mr. Ferdman is also a director of Filmwerks, Inc., Circuit of the Americas, Quality Uptime Services and Cybraics,
Inc.
Transition and Separation Agreement with Mr. Duncan
In connection with Mr. Duncan’s separation, CyrusOne Management Services LLC, a subsidiary of the Company, the Company and Mr. Duncan
entered into a Transition and Separation Agreement (the “Separation Agreement”), dated July 28, 2021. The Separation Agreement provides that Mr. Duncan’s
separation will be “other than for cause” under his Employment Agreement with CyrusOne Management Services LLC, dated July 6, 2020 (the “Employment Agreement”)
and that, in exchange for a release of claims Mr. Duncan might have against the Company, Mr. Duncan will receive the payments and benefits provided for
under the Employment Agreement.