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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): November 23, 2021
     
 Qumu Corporation
(Exact name of Registrant as Specified in its Charter)
 
 
Minnesota
 
(State Or Other Jurisdiction Of Incorporation)
     
000-20728
 
41-1577970
(Commission File Number)   (I.R.S. Employer Identification No.)
     
400 S 4th St, Suite 401-412
   
Minneapolis, MN
 
55415
(Address Of Principal Executive Offices)   (Zip Code)
     
 
(612) 638-9100
 
Registrant’s Telephone Number, Including Area Code
     
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:
   
o Written communications pursuant to Rule 425 under the Securities Act
   
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
   
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading
Symbol 		Name of each exchange on which registered
Common Stock, $0.01 par value QUMU The Nasdaq Stock Market LLC

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. o

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. o


Items under Sections 1 through 4 and 6 through 8 are not applicable and therefore omitted.

ITEM 5.02    DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On November 23, 2021, Thomas A. Krueger accepted an offer of employment from Qumu Corporation (the “Company”) to serve as the Company’s Chief Financial Officer beginning December 6, 2021. In this role, Mr. Krueger will be the Company’s principal financial officer and principal accounting officer.

Thomas A. Krueger, age 50, has most recently served as the Vice President, Finance of Khoros, LLC since March 2019. Khoros, which was built from a merger of Lithium and Spredfast in late 2018, is a San Francisco, California based SaaS company that provides social customer engagement and management for enterprises. In addition to providing finance leadership to multiple acquisitions by Khoros, Mr. Krueger also contributed to the Lithium/Spredfast merger with analysis of merger synergies, reporting and planning for the combined business, and implementation of post-merger growth plans. From December 2020 to March 2021, Mr. Krueger served as acting Chief Financial Officer of Khoros, with full responsibility for the finance department. Mr. Krueger joined Lithium in May 2015 as its Vice President, Financial Planning and Analysis and in that role, Mr. Krueger led forecasting, pipeline analyses, internal reporting and financial analysis support to venture debt funding and M&A, including in Lithium’s sale to a private equity firm. Prior to joining Lithium, Mr. Krueger was the Senior Director, Financial Planning and Analysis from January 2013 to April 2015 at Meltwater, a private equity backed SaaS-based social media monitoring company. From 2004 to 2013, Mr. Krueger also previously held a range of finance and sales leadership roles at Salesforce, including Director, Sales Strategy Cloud Team and Finance Director. Mr. Krueger has a Bachelor of Science degree in Mathematics, cum laude, from Villanova University and a Master of Business Administration degree from Georgetown University’s McDonough School of Business. Mr. Krueger is a veteran of the United States Navy.

Under the terms of the offer letter, Mr. Krueger’s annual base salary will be $300,000, payable according to the Company’s regular payroll practices. Mr. Krueger will be eligible to participate in the Company’s annual company bonus plan, which is a cash incentive program based upon the Company’s achievement of specific annual performance goals as determined by the Compensation Committee. For 2021, Mr. Krueger will be eligible for a bonus of 50% of his base salary at the target level of achievement of the performance goals specified by the Compensation Committee, pro-rated for the 2021 calendar year. Mr. Krueger will also participate in the Company’s 401(k) plan and health, dental, disability and life insurance and other benefit plans on the same basis as other employees of the Company. The Compensation Committee of the Board of Directors of the Company recommended, and the Board of Directors approved, the compensation to Mr. Krueger under the offer letter.

Pursuant to the offer letter, Mr. Krueger will be granted a seven year non-qualified stock option to purchase 200,000 shares of the Company’s common stock. The option will have an exercise price equal to the fair market value of the Company’s common stock as of the grant date and vest with respect to 25% of the shares underlying the option on the first four anniversaries of Mr. Krueger’s first day of employment. The stock option to Mr. Krueger will be granted outside of the Company’s shareholder-approved Second Amended and Restated 2007 Stock Incentive Plan (the “2007 Plan”) pursuant to the exception for an inducement grant contained in Nasdaq Listing Rule 5635(c)(4). However, the option will have terms that will mirror in all respects the options granted under 2007 Plan and the Company’s standard form of non-qualified option agreement. In accordance with the Company’s Policy Regarding the Granting of Equity-Based Compensation Awards, the grant date for the stock option award to Mr. Krueger will be the later of the first day of employment or first day of the next open window period.

Pursuant to the offer letter, Mr. Krueger will enter into the Company’s current form of letter agreement relating to severance and change of control benefits (the “letter agreement”) in substantially the form attached as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated February 21, 2013 and summarized therein, except that Mr. Krueger’s base pay continuation benefit, payout of bonus and COBRA coverage benefit are all for six month periods and Mr. Krueger’s change in control severance payment is 50% of the specified amount in the form of letter


agreement. The Company’s entry into the letter agreement with Mr. Krueger was also recommended by the Compensation Committee and also approved by the Board of Directors. Except with respect to this letter agreement, Mr. Krueger’s employment with the Company is “at will.” Mr. Krueger also entered into the Company’s standard agreement with employees governing assignment of inventions, confidential information and non-competition.

The foregoing summary of the offer letter and the letter agreement do not purport to be complete and are subject to and qualified in their respective entirety by reference to the offer letter, which is attached hereto as Exhibit 10.1 and is incorporated by reference into this Item 5.02, and the letter agreement, which is incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated February 21, 2013 and is incorporated by reference into this Item 5.02.

On November 29, 2021, the Company issued a press release relating to Mr. Krueger’s appointment as Chief Financial Officer, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.
     
Exhibit No.   Description
 
     
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)




SIGNATURE
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, thereunto duly authorized.
     
  QUMU CORPORATION
     
  By: /s/ TJ Kennedy
    TJ Kennedy
    Chief Executive Officer
Date: November 30, 2021    


EXHIBIT 10.1





November 19, 2021

Thomas A. Krueger
[address]
[address]
Sent via email

Dear Tom,

We are pleased to offer you the position of Chief Financial Officer (CFO) for Qumu Corporation. In this role, you will report to TJ Kennedy, President & CEO. Below is a summary of information related to this full time offer of employment. This offer is contingent on the successful completion of a background check and reference checks.

Compensation
In this position, you will be paid $300,000 annually per Qumu’s current payroll cycle, subject to regular withholdings. This position is classified as exempt under the Fair Labor and Standards Act.

Target Incentive
You are eligible to participate in the Qumu short-term incentive program, which is a cash incentive (“bonus”) program based upon Qumu’s achievement of specific annual performance goals as determined by the Qumu Compensation Committee. You are eligible for a bonus of 50% of your base salary, at the target level of achievement of the performance objectives defined by the Board. The Board will determine your achievement against the performance objectives following the completion of the calendar year and the CEO will communicate the results to you. You must be employed at the end of the year and as of the payment date to receive a bonus under the short-term incentive program. Based on your start date, your bonus will be prorated for the 2021 calendar year.

All bonuses and incentive compensation are subject to reduction, cancellation, forfeiture, or recoupment by Qumu upon the occurrence of (i) termination of your employment for “Cause” as defined in any agreement between you and Qumu, (ii) violation by you of material Company policies, (iii) your misstatement of financial or other material information about the Company, (iv) fraud or misconduct by you; (v) breach of noncompetition, confidentiality, non-solicitation, noninterference, corporate property protection, or other agreement that may apply to you, or (vi) other conduct by you that the Qumu Compensation Committee determines is detrimental to the business or reputation of the Company or any subsidiary or affiliate, including facts and circumstances discovered after termination of your employment.



Letter Agreement
As an executive of Qumu, Qumu is willing to enter into an agreement with you relating to severance and change in control benefits (the “Letter Agreement”), a copy of which will be sent under a separate cover. Neither this offer letter nor the Letter Agreement is an agreement for a term of employment. Your employment is “at will” and may be terminated by you or by Qumu at any time with or without cause, subject to the benefits of the Letter Agreement. There are no express or implied agreements to the contrary.

Stock Options
You will be granted a stock option for 200,000 shares of Qumu common stock. Options are non-qualified, have an exercise price of the fair market value of our common stock on the date of grant, vest as to 25% of the shares on the first four anniversaries of your start date, and have a term of seven years. The stock option grant will be evidenced by a written agreement. The stock option grant date will be the later of your start date and the first day of the next open trading window. The grant date will be specified in your stock option agreement. If your employment terminates for any reason, you will forfeit the stock option award.

Benefits
Qumu offers Health, Dental, Company sponsored Life and Accidental Death and Dismemberment Insurance, Voluntary Life Insurance, as well as Long and Short-term Disability Insurance. Additional benefits are available as outlined in the Employee Handbook.

You are eligible to participate in Qumu’s benefit plans as of your first date of employment.

401(k) Plan
Qumu offers a 401(k) plan. Employees 21 years of age or older can participate. You may begin making contributions to the 401(k) plan the first of the month following your start date. Employees can elect to defer pretax and/or post-tax contributions from their base compensation and are capped at the IRS annual limit.

You are eligible for the company match beginning with your effective date when you elect to participate in Qumu’s 401(k) plan. The discretionary company match is $.50 of each dollar up to 6%. Based on your deferral percentage during each pay period, the amount of eligible company match is vested immediately and deposited into your account per the guidelines. Employee contributions are always 100% vested.

Personal Time
Qumu understands that our employees are highly committed and work hard to have a positive impact on the success of the Company. Therefore, full-time exempt salaried employees at Qumu do not accrue vacation benefits but are provided with an undefined amount of personal time for vacations “Personal Time” at the sole discretion of the Company as operational conditions permit.




Sick Time
Qumu provides full time employees with a set number of sick days per year. Each full-time employee is eligible to take up to six (6) sick days (48 hours) in a calendar year. Hours are deposited in the employee “Sick Time” account January 1 of each year. Employees hired after February 1 are eligible to use a prorated number of sick hours.

Holidays
Qumu grants twelve (12) paid holidays per year. The holiday and payroll schedules will be provided at on-boarding.


A detailed benefit summary will be provided to you upon enrollment. All benefits are subject to change at any time at the discretion of Qumu. In the event of miscommunication and/or an error occurs, the benefit’s Summary Plan Description will stand.

This offer letter is not an agreement for a term of employment. Qumu is an “at-will” employer. As a Qumu employee, you would be free to resign at any time, just as Qumu would be free to terminate your employment at any time, with or without cause. There will be no express or implied agreements to the contrary.

You confirm that you do not have any type of written or oral non-competition agreement or any other agreement, which would prevent you from accepting or performing services for Qumu Corporation. You agree that you will not use and/or disclose confidential information obtained from previous employers during your employment with Qumu Corporation, unless the information is publicly known, or your previous employer(s) have represented to you that you are entitled to use and/or disclose the information. If you have any type of written or oral non-competition agreement or any other agreement, which is currently in force and effect, you must provide a copy for Qumu Corporation to review. This offer of employment is contingent upon nothing in such agreement(s) prohibiting you from performing the services of the job being offered.

This offer of employment is contingent upon: (1) reference and background checks conducted by Qumu Corp. and considered satisfactory as determined by Qumu Corp. in its sole discretion; (2) signing Qumu’s Nondisclosure Agreement which is enclosed for your review; and (3) providing proof of your eligibility to work in the United States upon your start of employment in accordance with federal law. Your employment start date is expected to be on or around December 6, 2021, upon meeting these contingencies.

We will hold this offer open until the close of business on November 23, 2021. Please let us know of your decision to join Qumu.




This offer letter, whether or not executed, does not constitute a binding agreement. The terms herein represent the conditions under which Qumu is willing to offer you employment, and supersedes any prior representations or agreements, whether written or oral, with respect to our offer of employment to you. The terms of this offer may be modified, amended, or withdrawn by Qumu at any time. Upon signature, you agree to the terms of this offer and agree to abide by the requirements for employment herein. After your acceptance of this offer, Qumu may rescind this offer, and you may revoke your acceptance at any time prior to your start date. In the case of any modifications to the terms of employment hereunder with which you do not agree, your sole recourse is withdrawal of your acceptance, or if after your start date, resignation of your employment.

We are excited to have you as part of our team!

Sincerely,

/s/ Mercy Noah

Mercy Noah
Vice President, Human Capital








I accept the offer of employment with Qumu Corporation under the terms described in this letter. I sign this letter voluntarily and not in reliance on any promises other than those contained in this letter.


/s/ Thomas A. Krueger
Signature


November 23, 2021
Date


Employment Start Date: DECEMBER 6, 2021


Attachment:
Nondisclosure Agreement

EXHIBIT 99.1
Qumu Appoints Senior Technology and Finance Executive Tom Krueger as CFO to Guide Company’s Continued SaaS Transformation
Former Khoros, Meltwater and Salesforce Finance Leader Joins Qumu’s Management Team
MINNEAPOLIS – November 29, 2021 – Qumu Corporation (Nasdaq: QUMU), a leading provider of cloud-based enterprise video technology for organizations of all sizes, has appointed senior finance executive Tom Krueger as its new chief financial officer (CFO), effective December 6, 2021. Krueger’s leadership and experience navigating high-growth technology markets will be instrumental in guiding Qumu as the Company continues its transformation into a SaaS-first (Software-as-a-Service) organization serving globally distributed enterprises.
Krueger brings more than 20 years of finance experience to Qumu, having held multiple senior finance roles for leading SaaS-centric and technology companies, including Khoros, Meltwater, Salesforce and Sun Microsystems. He most recently served as acting CFO and VP of finance for Khoros, a $200+ million SaaS-based customer engagement software company that resulted from a merger between Lithium and Spredfast in 2018. In addition to playing a leadership role in the merger, Krueger helped finalize subsequent strategic acquisitions for the company, built and executed operating plans and drove finance integration. Prior to Khoros, he led financial planning and analysis for Meltwater, a $165 million SaaS-based social media monitoring business. Krueger also previously held a range of finance and sales leadership roles at Salesforce, including Director, Sales Strategy Cloud Team and Finance Director. He began his professional career as an officer in the United States Navy, where he helped navigate nuclear submarines.
Krueger holds a Bachelor of Science in Mathematics from Villanova University and an MBA from Georgetown University.
“Tom is the ideal finance leader for Qumu at this stage of our company’s ongoing evolution into a SaaS-first organization,” said Company President and CEO TJ Kennedy. “His extensive experience and proven track record of building financial teams, processes and scalable infrastructure are all critical needs as we look to accelerate organic growth and transform our business. We’re confident Tom’s expertise and leadership gained from working with several leading technology organizations over the past two decades will be instrumental resources in helping to guide and execute our cloud strategy and ultimately establish Qumu as a subscription driven, profitable growth company operating at scale.”
Krueger commented: “It’s one thing to say a company is focused on change, but it’s another thing to actually make it happen successfully—especially when it comes to SaaS-based transformations; that’s why I’m so excited to be joining the Qumu leadership team. I believe in the Company and its vision for bringing enterprise video to organizations around the world, and I look forward to helping Qumu execute its strategic roadmap and scale into a leading SaaS enterprise.”
About Qumu
Qumu (Nasdaq: QUMU) is a leading provider of best-in-class tools to create, control, deliver, experience and analyze live and asynchronous video at scale. Backed by an experienced team of software and video experts, Qumu’s software enables globally distributed organizations to drive employee, customer and partner engagement, modernizing business by providing more efficient and effective ways to communicate and collaborate.


Forward-Looking Statements
This press release contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” or “estimate” or comparable terminology are intended to identify forward-looking statements. Forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statements.
Such forward-looking statements include, for example, statements about: the expected use and adoption of video in the enterprise, the impact of COVID-19 on the use and adoption of video in the enterprise, the Company’s future revenue and operating performance, cash balances, future product mix or the timing of recognition of revenue, the demand for the Company’s products or software, or the success of go-to-market strategies or the other initiatives in the Company’s strategic plan. The risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements include the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and other factors set forth in the Company’s filings with the Securities and Exchange Commission.
The forward-looking statements in this press release speak only as of the date of this press release. Except as required by law, Qumu assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future, except as required by law.

Qumu Media Contact:
Ashley Paula-Legge
Big Valley Marketing for Qumu
alegge@bigvalley.co
+1 707-972-0073

Qumu Investor Contact:
Matt Glover or Tom Colton
Gateway Investor Relations
QUMU@gatewayir.com
+1-949-574-3860