Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On and effective as of April 13, 2022 (the "Effective Date"), Cambium
Networks Corporation (the "Company") announced the departure of Stephen Cumming
from his position as Chief Financial Officer of the Company. Mr. Cumming's
departure from the Company is not a result of any disagreement with the
Company's independent auditors or any member of management on any matter of
accounting principles or practices, financial statement disclosure, or internal
controls.
(c) On and as of the Effective Date, the Board of Directors of the Company
appointed Andrew Bronstein as Chief Financial Officer of the Company. Mr.
Bronstein has no family relationship with any directors or executive officers of
the Company, nor are there any arrangements or understandings between Mr.
Bronstein and any other persons pursuant to which he was selected as an officer
of the Company.
Mr. Bronstein previously served as Managing Director and Operating Partner of
Vector Capital, a private equity firm and controlling shareholder of the Company
from October 2017 to April 2022. From October 2018 to February 2022, Mr.
Bronstein served as CFO of Cheetah Digital, a SaaS software solutions company
and portfolio company of Vector Capital. From March 2015 to October 2017, Mr.
Bronstein was a Senior Director at Alvarez & Marsal, a global professional
services firm, where he also served as CFO for three portfolio companies. From
May 2008 to January 2012, Mr. Bronstein served as a portfolio company CFO and
was an Operating Partner for The Gores Group, a private equity firm. From
September 1992 to April 2006, Mr. Bronstein served as CFO of SunGard Software, a
SaaS spin-out from SunGard Data Systems, a SaaS technology company, and served
as Chief Accounting Officer for SunGard Data Systems. Mr. Bronstein began his
career in public accounting at PricewaterhouseCoopers focused on manufacturing
and technology companies, initial public offerings, mergers & acquisitions and
SEC filings.
In connection with Mr. Bronstein's appointment, the Compensation Committee of
the Board of Directors of the Company approved the following compensation
arrangements for Mr. Bronstein as of the Effective Date: (1) an annual base
salary of $400,000; and (2) an annual target cash incentive opportunity of 70%
of his annual base salary, provided that for 2022, Mr. Bronstein will receive a
minimum payout equal to his target cash incentive opportunity. Additionally, the
Company will grant Mr. Bronstein equity awards under the Company's 2019 Share
Incentive Plan (the "Plan") in the form of (1) options ("Options") to acquire
200,000 ordinary shares of the Company and (2) restricted share units ("RSUs")
to acquire 40,000 ordinary shares of the Company. The Options and RSUs will, in
each case, vest 25% on the one-year anniversary of the grant date, with the
remaining 75% vesting on a quarterly basis over the 36 months following the
initial vesting date. The Options and RSUs will each be subject to the terms and
conditions of the Plan and will both fully vest in the event a change in control
(as such term is defined in the Plan) occurs and within one year following such
change in control, Mr. Bronstein is terminated by the Company without cause (as
defined in the award agreement) or Mr. Bronstein resigns for good reason (as
defined in Mr. Bronstein's offer letter). In the event Mr. Bronstein's
employment is terminated by the Company without cause prior to a change in
control (as defined in the Plan), Mr. Bronstein will receive six months of base
salary during the six-month period following the termination.
Mr. Bronstein will be eligible to participate in the Company's standard employee
benefit programs available to similarly situated officers, including medical,
dental, life, 401(k), accidental life and dismemberment, and disability
benefits.
(e) The terms of Mr. Cumming's separation agreement are still being determined.
The foregoing description of the chief financial officer transition and
compensation arrangements of Mr. Bronstein does not purport to be complete and
is qualified in its entirety by reference to the Company's press release issued
on April 13, 2022, which is filed as Exhibit 99.1 to, and is incorporated by
reference into, this Current Report on Form 8-K.
Item 9.01(d) Exhibits.
Exhibit No. Description
99.1 Press release dated April 13, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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