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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(Nasdaq Global Select Market) |
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
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
2020 Executive Bonus Plan
On April 16, 2020, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Cornerstone OnDemand, Inc. (the “Company”) established an executive compensation plan for fiscal year 2020 (the “2020 Plan”) as part of its annual review of target incentive compensation for the Company’s executive officers.
Under the terms of the 2020 Plan, each of the eligible executive officers will be entitled to receive a bonus that will vary in amount depending on the Company’s success in achieving certain performance targets with respect to annual recurring revenue, subscription revenue, and operating income. The amount payable with respect to each metric may be greater or less depending on the extent to which the Company’s performance exceeds or falls short of the applicable target. No bonus payout for a particular performance metric will be earned unless the performance threshold for that metric is met.
Mr. Miller, the Company’s Chief Executive Officer, is not eligible to earn a bonus under the 2020 Plan.
The following table shows the target bonus amount payable under the 2020 Plan if the Company achieves each performance metric at target for each of the following executive officers:
| Target Bonus Amount |
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| Named Executive Officer |
($) |
% of Base Salary |
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| Jeff Lautenbach, President, Global Field Operations |
$ | 400,000 |
100 |
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| Brian Swartz, Chief Financial Officer |
$ | 297,500 |
70 |
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| Mark Goldin, Chief Technology Officer |
$ | 262,500 |
70 |
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| Heidi Spirgi, Chief Marketing and Strategy Officer |
$ | 162,500 |
50 |
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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.
| Cornerstone OnDemand, Inc. | ||||||
| Date: April 17, 2020 |
By: |
/s/ Adam Weiss | ||||
| Adam Weiss Chief Administrative Officer and General Counsel | ||||||