Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On October 3, 2022, the Board of Directors (the "Board") of Duck Creek
Technologies, Inc. (the "Company") increased the size of the Board from nine
members to ten members, and appointed Talvis Love as a member of the Board. Mr.
Love was appointed as a Class I director. Mr. Love has served as Senior Vice
President, Chief Information Officer of Baxter International Inc. since October
2020. Prior to joining Baxter International, Mr. Love served as Senior Vice
President, Chief Information Officer and as Senior Vice President of eCommerce,
Enterprise Architecture, Governance Execution and Chief Information Security
Officer for Pharmaceutical Segment for Cardinal Health, Inc. from July 2014
through September 2020. Mr. Love served as a director of Plantronics, Inc. from
September 2021 until September 2022. Since 2009, Mr. Love has served as an
independent board member, vice chairman and member of the executive, audit and
development committees of the non-profit organization Goodwill Industries of
Greater Detroit. Since 2017, he also has served as a Growth Advisory Board
member of Tricentis. Mr. Love received his Master in Business Administration
from Michigan State University and his Bachelor of Science degree in Information
Systems Management from the University of Maryland. We believe that Mr. Love is
qualified to serve on our Board based on his expertise and experience in
information technology and cybersecurity.
Mr. Love has been appointed to serve as a member of the Nominating and Corporate
Governance Committee. At the time of his appointment to the Board, Mr. Love did
not hold any shares of the Company's common stock. There are no family
relationships between Mr. Love and any of our other officers or directors. There
are no arrangements or understandings between Mr. Love and any other persons
pursuant to which he was appointed as a director, and he has no direct or
indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
Pursuant to the Stockholders Agreement, dated as of August 14, 2020, among the
Company, Accenture LLP, an Illinois limited liability partnership, Accenture
Holdings BV, a Dutch private company with limited liability (the "Accenture
Investors"), and an affiliate of Apax Partners US, LLC (the "Apax Investor"),
the Company obtained the consent of the Accenture Investors and the Apax
Investor to increase the size of the Board from nine members to ten members. Mr.
Love will serve as a member of the class of directors whose terms expire at the
2024 annual meeting of stockholders.
Mr. Love will receive compensation for his service as a director consistent with
that of our other non-employee directors. A description of our standard
compensation arrangements for non-employee directors is included in our Proxy
Statement filed with the Securities and Exchange Commission on December 28,
2021. Mr. Love has entered into our standard form indemnification agreement for
non-employee directors, the form of which is filed with the Securities and
Exchange Commission as Exhibit 10.9 to our registration statement on Form S-1
dated July 23, 2020.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses