UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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.
(e)
On April 13, 2022, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Freshworks Inc. (the “Company”) and the Board (with respect to changes to Mr. Mathrubootham’s compensation) approved increases to the annual base salary and performance-based bonus targets for certain of the Company’s executive officers, effective as of April 1, 2022, and the grant of additional restricted stock units (“RSUs”) under the Company’s 2021 Equity Incentive Plan to certain of the Company’s executive officers.
Each of the RSU awards will be granted effective as of May 1, 2022, which is the Company’s next established grant date applicable to all employees. The RSUs will vest in accordance with two schedules: (i) a portion will vest in equal quarterly installments over four years following May 1, 2022, subject to the recipient’s continued service as of each such date (the “Annual Award”); and (ii) another portion will vest in equal annual installments over four years following May 1, 2022, subject to the recipient’s continued service as of each such date (the “Long-Term Retention Award”). The RSU grants were approved based on a total grant date value amount and the actual number of RSUs that will be granted will be determined by using that value and dividing by the applicable closing price of the Company’s common stock on the grant date, rounded down to the nearest whole share.
The annual base salary and performance-based bonus target for Rathna Girish Mathrubootham, the Company’s Chief Executive Officer and Chairman, were each increased to $500,000. Mr. Mathrubootham was not granted additional RSUs.
The annual base salary for Tyler Sloat, the Company’s Chief Financial Officer, was increased from $415,000 to $420,000 and Mr. Sloat’s performance-based bonus target was increased to $280,000. Mr. Sloat was also granted an Annual Award of $4,000,000 and a Long-Term Retention Award of $1,000,000, each of which will vest as described above.
The annual base salary for Stacey Epstein, the Company’s Chief Marketing Officer, remained unchanged at $380,000 and Ms. Epstein’s performance-based bonus target was increased to $220,000. Ms. Epstein was also granted an Annual Award of $1,500,000 and a Long-Term Retention Award of $500,000, each of which will vest as described above.
The annual base salary and performance-based bonus target for Srinivasagopalan Ramamurthy, the Company’s Chief Product Officer, was increased from $370,000 to $415,000 to reflect his increased area of responsibility for both product and engineering teams. Mr. Ramamurthy’s performance-based bonus target was increased to $285,000. Mr. Ramamurthy was also granted an Annual Award of $5,000,000 and a Long-Term Retention Award of $1,000,000, each of which will vest as described above.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Freshworks Inc. | ||||||
| Dated: April 14, 2022 | ||||||
| By: | /s/ Pamela Sergeeff | |||||
| Pamela Sergeeff | ||||||
| Chief Legal Officer & General Counsel | ||||||