UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 19, 2017
MobileIron, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-36471 |
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26-0866846 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer
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MobileIron, Inc.
415 East Middlefield Road
Mountain View, California 94043
(Address of principal executive offices, including zip code)
(650) 919-8100
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangement of Certain Officers .
On April 19, 2017, the Compensation Committee of the Board of Directors of MobileIron, Inc. (the “ Company ”) approved its 2017 Executive Bonus Plan in which the Chief Executive Officer, as well as the Chief Financial Officer and certain other named executive officers participate (the “ 2017 Executive Bonus Plan ”). The 2017 Executive Bonus Plan has a one year term and replaces and supersedes the 2016 Executive Bonus Plan maintained by the Company with respect to such individuals.
Pursuant to the terms of the 2017 Executive Bonus Plan, our Chief Executive Officer, Barry Mainz, is eligible to receive a target bonus of $518,333; our Chief Financial Officer, Simon Biddiscombe, and our Senior Vice President, Engineering and Chief Software Development Officer, Daniel Fields, each are eligible to receive a target bonus of $186,189.
The foregoing description of the Bonus Plan is qualified in its entirety by the terms set forth in the 2017 Executive Bonus Plan attached hereto as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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10.1 |
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MobileIron, Inc. 2017 Executive Bonus Plan |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MobileIron, Inc. |
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Dated: April 25, 2017 |
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By: |
/s/ Simon Biddiscombe |
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Simon Biddiscombe |
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Chief Financial Officer
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Exhibit 10.1
MobileIron, Inc.
The MobileIron, Inc. (the “ Company ”) 2017 Executive Bonus Plan (the “ Bonus Plan ”) is designed to provide equity-based incentive compensation to the Company’s executives. The Bonus Plan is designed to reward the participants for assisting the Company in achieving its operational goals through exemplary performance. The overarching intent in setting and achieving the goals is to build long-term stockholder value.
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2. Bonus Plan Year |
The Company’s fiscal year (which runs from January 1 through December 31 each year) will be the Bonus Plan Year.
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3. Eligibility |
The Chief Executive Officer and all individuals who are VP level and above employees and who directly report to the Chief Executive Officer and who are not eligible to participate in any other commission, incentive, bonus or other variable compensation plan are eligible to participate in the Bonus Plan (each a “ Participant ”). Participants hired prior to December 1 in a Bonus Plan Year are eligible to participate; however awards will be pro-rated for Participants who began their employment after January 1.
Participants who are otherwise eligible for participation in the Bonus Plan may not earn a bonus for the Bonus Plan Year then in effect if their employment with the Company terminates for any reason prior to the date on which the Compensation Committee approves the bonus share awards for the Participants, which for the 2017 Bonus Plan Year will be sometime between January 1, 2018 and March 15, 2018.
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4. Bonus Awards and Determinations |
Each eligible Participant will be assigned a target bonus amount determined at the discretion of the Compensation Committee of the Board of Directors of the Company (the “ Compensation Committee ”) or, in the case of the Chief Executive Officer (if eligible to participate), the Board of Directors of the Company (the “ Target Bonus ”). Other than the Chief Executive Officer who has a Target Bonus equal to 100% of his 2017 base salary, Target Bonuses for each other Participant for this Bonus Plan Year are equal to 45% of the Participant’s 2017 base salary.
Each Participant’s Target Bonus will be based on the achievement by the Company of performance targets for gross billings and non-GAAP operating income achieved in 2017, adjusted upward or downward to the extent that the Company exceeds or does not meet these targets. Bonus payments are conditioned on the Company achieving a minimum percentage threshold of these targets, and funding
of the Bonus Plan will scale upward to the extent the Company exceeds these minimum percentages. To the extent that the Company exceeds the performance targets for both gross billings and non-GAAP operating income, Target Bonuses may be increased, subject to a cap of 120% of the Target Bonus, in the sole discretion of the Compensation Committee or the Board, as applicable. Other than with respect to the Chief Executive Officer, who shall be paid his bonus in cash, all other bonuses are to be paid in unrestricted common stock.
The Compensation Committee or, in the case of the Chief Executive Officer, the Board, will determine (in its sole and absolute discretion) what percentage of the corporate goals have been achieved, and award that percentage of the corporate portion of the Target Bonus.
The Board and the Compensation Committee retain the discretion to adjust awards based upon any other factors determined by the Board or the Compensation Committee, as applicable, to be relevant.
Bonuses are deemed earned as of the date on which the Compensation Committee approves the bonus share awards for the Participants, which for the 2017 Bonus Plan Year will be sometime between January 1, 2018 and March 15, 2018. As set forth in Section 3, Participants must be employed on the date bonuses are deemed earned to earn a bonus for that Bonus Plan Year. Accordingly, any Participant whose employment terminates (for any reason) during the Bonus Plan Year and prior to the date on which the Compensation Committee approves the bonus share award for such Participant will not be eligible for, and will not earn, a bonus for that Bonus Plan Year (including any partial or prorated bonus).
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5. Payment of Awards
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Any bonuses that are awarded will be paid no later than March 15th of the year following the Bonus Plan Year for which bonuses have been awarded. All bonuses shall be subject to standard deductions and withholdings.
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6. Miscellaneous |
This Bonus Plan may be amended, modified or terminated at any time by the Board or the Compensation Committee.
It does
not confer any rights upon a Participant to remain in service with the Company for any specific duration or otherwise restrict in any way the rights of the Company to terminate a Participant’s service with the Company for any reason, with or without cause or advance notice.
This Bonus Plan contains the entire agreement between the Company and its Participants on this subject, and supersedes all prior bonus compensation Bonus Plans or programs of the Company and all other previous oral or written statements regarding any such bonus compensation programs or Bonus Plans.
This Bonus Plan shall be governed by and construed under the laws of the State of California.