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AEROHIVE NETWORKS, INC FILES (8-K) Disclosing Change in Directors or Principal Officers
[June 24, 2014]

AEROHIVE NETWORKS, INC FILES (8-K) Disclosing Change in Directors or Principal Officers

(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.

2014 Base Compensation and Incentive Compensation Target The Compensation Committee of the Board of Directors (the "Committee") of Aerohive Networks, Inc. (the "Company") retained a compensation consultant to conduct in 2014 an executive compensation assessment, including a review of executive compensation trends in the Company's peer group. After consideration of the analysis performed by our compensation consultant, the Committee determined that the current annual base salary compensation and cash incentive-based compensation for the Company's named executive officers was significantly below the 25th percentile of the Company's peer group.

On June 18, 2014, the Committee approved annual base salary compensation increases effective April 1, 2014, and 2014 cash incentive-based compensation targets, effective as of July 1, 2014, each for our named executive officers as set forth in the chart below, which approximates for the respective named executive officers the 25th percentile of comparable executive compensation for the Company's peer group.

2014 Target Incentive 2014 Base Salary Amount Compensation (% of annualized Based Salary Named Executive (annualized), Compensation), Officer Title Effective 4/1/2014 Effective 7/1/2014David K. Flynn President and Chief Executive Officer $ 300,000 1 100 % Gordon C. Brooks Senior Vice President, Chief Financial Officer $ 285,000 50 % David Greene Senior Vice President, Chief Marketing Officer $ 250,000 50 % In making its determinations to bring the Company's executive compensation up to the 25th percentile of the Company's peer group, the Committee considered the peer group benchmarking analysis performed by our compensation consultant, the initial public offering of the Company and the anticipated increase in the executives' respective duties as a result of becoming a public company, as well as the contributions expected from, and, responsibilities of, each named executive officer.

1 Annual base salary for David K. Flynn remains unchanged from the prior level in effect since July 1, 2013.


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