UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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. |
Chief Executive Officer and Chief Financial Officer Base Salary Increases
On May 4, 2022, the board of directors (the “Board”) of Kaleyra, Inc., a Delaware corporation (f/k/a GigCapital, Inc., hereinafter the “Company”), upon recommendation by the Company’s compensation committee (the “Compensation Committee”), approved a market adjustment increase to the base salary payable to Dario Calogero, the Company’s President and Chief Executive Officer, and Giacomo Dall’Aglio, the Company’s EVP and Chief Financial Officer, by 4.4% and 5% of base salary, respectively, in each case, effective as of April 1, 2022. Prior to this increase, Mr. Calogero’s base salary was $450,000, and effective as of April 1, 2022, Mr. Calogero’s base salary is $470,000. Prior to this increase, Mr. Dall’Aglio’s base salary was $300,000, and effective as of April 1, 2022, Mr. Dall’Aglio’s base salary is $315,000.
Chief Executive Officer and Chief Financial Officer RSU Awards
On May 4, 2022, the Board, upon recommendation by the Compensation Committee, approved an award of 115,000 restricted stock units (“RSUs”) to Mr. Calogero, with such award to vest over 16 quarters beginning on August 1, 2022; provided that the first two quarters will vest together on August 1, 2022, with the 14 remaining installments vesting quarterly thereafter on each November 1, February 1, May 1 and August 1 over four years. In addition, the Board also approved, upon recommendation by the Compensation Committee, an award of 70,203 RSUs to Mr. Calogero, with such award to fully vest on May 9, 2022, which RSUs are being granted in satisfaction of the annual bonus otherwise earned by Mr. Calogero in respect of fiscal year 2021, as previously disclosed, which bonus is being paid fully in RSUs in lieu of a portion being paid in cash. The Company may withhold shares of stock subject to the RSUs at the time of vesting for the purposes of satisfying any tax withholding obligations which arise in connection with the vesting of such RSUs issued to Mr. Calogero. The RSU awards are being made under the Company’s 2019 Equity Incentive Plan (the “EIP”) using the form of Notice of RSU Grant and RSU Agreement previously filed by the Company as Exhibit 10.11 to the Current Report on Form 8-K as filed with the SEC on December 2, 2019, and the above summary of the terms of these RSUs is qualified in its entirety by reference to such form.
On May 4, 2022, the Board, upon recommendation by the Compensation Committee, approved an award of 60,000 RSUs to Mr. Dall’Aglio, with such award to vest over 16 quarters beginning on August 1, 2022; provided that the first two quarters will vest together on August 1, 2022, with the 14 remaining installments vesting quarterly thereafter on each November 1, February 1, May 1 and August 1 over four years. In addition, the Board also approved, upon recommendation by the Compensation Committee, an award of 26,911 RSUs to Mr. Dall’Aglio, with such award to fully vest on May 9, 2022, which RSUs are being granted in satisfaction of the annual bonus otherwise earned by Mr. Dall’Aglio in respect of fiscal year 2021, as previously disclosed, which bonus is being paid fully in RSUs in lieu of a portion being paid in cash. The Company may withhold shares of stock subject to the RSUs at the time of vesting for the purposes of satisfying any tax withholding obligations which arise in connection with the vesting of such RSUs issued to Mr. Dall’Aglio. The RSU awards are being made under the EIP using the form of Notice of RSU Grant and RSU Agreement previously filed by the Company as Exhibit 10.11 to the Current Report on Form 8-K as filed with the SEC on December 2, 2019, and the above summary of the terms of these RSUs is qualified in its entirety by reference to such form.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The exhibits required by this item are set forth on the Exhibit Index attached hereto.
| Exhibit Number |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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 hereunto duly authorized.
Dated: May 9, 2022
| By: | /s/ Dario Calogero | |
| Name: | Dario Calogero | |
| Title: | Chief Executive Officer and President |
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