Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director
On August 16, 2019, Patricia Hatter resigned from the Board of Directors (the “Board”) of Qualys, Inc. (the “Company”). Ms. Hatter’s resignation is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Appointment of Director
On August 16, 2019, the Board appointed Wendy M. Pfeiffer to serve on the Board as a Class II director until the Company’s 2020 annual meeting of stockholders or until her successor is duly elected and qualified. There are no arrangements or understandings between Ms. Pfeiffer and any other persons pursuant to which she was elected to serve on the Board. In addition, Ms. Pfeiffer was appointed as a member of the audit committee of the Board, effective as of August 16, 2019.
Ms. Pfeiffer, age 53, has served as the chief information officer of Nutanix, Inc., an enterprise cloud computing company, since January 2017. Previously, Ms. Pfeiffer served as the chief information officer and vice president IT, head of IT operations, of GoPro, Inc., a maker of video and photo capture devices, from July 2015 to January 2017. Ms. Pfeiffer also served as senior director, IT shared services, of Robert Half International, a staffing and recruiting company, from February 2009 to June 2015. Ms. Pfeiffer holds a B.S. in business administration, financial accounting and technology, from the University of Phoenix.
Ms. Pfeiffer is not a party to any transaction with any related person required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.
Ms. Pfeiffer will enter into the Company’s standard form of indemnification agreement, a copy of which was previously filed on August 10, 2012 as Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No. 333-182027). In addition, Ms. Pfeiffer will be compensated for her service on the Board in accordance with the Company’s standard compensation policy for non-employee directors.