(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b), (c) and (e)
On March 26, 2014, Cyan, Inc. (the "Company") announced the appointment of
Jeffrey G. Ross as Chief Financial Officer of the Company, also serving as the
principal accounting and financial officer. Mr. Ross will be replacing Michael
W. Zellner who resigned from such position.
Mr. Ross, age 49, most recently served as Chief Financial Officer of Velti plc,
a provider of mobile marketing and advertising technology and solutions, a
position he held from January 2013 until December 2013. Prior to joining Velti,
Mr. Ross was Senior Vice President and Chief Financial Officer of Sybase, Inc.
an enterprise software and services company, from November 2007 until June 2012.
From August 2004 to November 2007 he served as Corporate Controller of Sybase.
Mr. Ross does not have any family relationship with any of the Company's
directors or executive officers. Mr. Ross has no direct or indirect material
interest in any transaction or proposed transaction required to be reported
under Section 404(a) of Regulation S-K.
In connection with Mr. Ross's appointment, on March 25, 2014, the Company and
Mr. Ross entered into an offer letter agreement (the "Offer Letter"), which
provides that as Chief Financial Officer, Mr. Ross will receive an annual base
salary of $350,000 and an annual target bonus opportunity of up to 50% of his
base salary. In addition, the Offer Letter provides that, subject to the
approval of the Compensation Committee of the Company's Board of Directors, Mr.
Ross will receive an award of stock options to purchase 400,000 shares of the
Company's common stock. The options will be scheduled to vest as to 25% of the
shares on the first anniversary of the date Mr. Ross becomes Chief Financial
Officer and thereafter, in ratable monthly installments for 36 months. Vesting
of the award is subject to Mr. Ross's continued service with the Company through
each relevant date.
As mentioned above, Mr. Zellner has resigned from his position as Chief
Financial Officer. In connection with his resignation, under that certain
Severance and Change in Control Agreement, dated April 11, 2013, pursuant to
which Mr. Zellner will enter into a customary release with the Company, and
provided he does not revoke such release, he will receive severance benefits
consisting of: a lump sum payment equal to six months base salary, less
applicable tax withholdings; a lump sum payment equal to 50% of his target bonus
for 2014, less applicable tax withholdings; continuation health care coverage
under COBRA for six months following the termination date; and accelerated
vesting with respect to then-outstanding and unvested stock options that would
have vested had Mr. Zellner remained employed for an additional six months
following the termination date.
A copy of the press release issued by the Company announcing the appointment of
Mr. Ross is attached hereto as Exhibit 99.1 and is incorporated by reference
--------------------------------------------------------------------------------Item 8.01 Other Events.
As noted above, a copy of the press release issued by the Company announcing the
appointment of Mr. Ross and providing certain updated revenue guidance for the
quarter ending March 31, 2014 is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
10.1 Offer Letter by and between the Registrant and Jeffrey Ross dated
March 25, 2014.
99.1 Press release, dated March 26, 2014.
The information in the press release shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (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, regardless of any general incorporation
language in such filing.