Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 3, 2023, the board of directors (the "Board") of Instructure
Holdings, Inc. (the "Company") appointed Chris Ball as President and Chief
Operating Officer of the Company, effective as of January 9, 2023 ("Effective
Date"). Defined terms used, but not defined, herein shall have the meaning set
forth in the Employment Agreement.
Prior to his appointment as President and Chief Operating Officer, Mr. Ball, age
53, served as General Manager, Americas Enterprise of Adobe Systems Inc., a
computer software company, from September 2017 to January 2020. From September
2014 to August 2017, Mr. Ball served as the Entrepreneur In Residence of
Lightspeed Venture Partners, a global venture capital firm focused on
multi-stage investments in the enterprise, consumer, and health sectors. Prior
to his time at Lightspeed Venture Partners, Mr. Ball held leadership positions
at SAP Americas, Inc., Infolio, Liquid Software, and Webhire. Mr. Ball holds a
Bachelor of Arts degree in political science from the College of the Holy Cross
and a Juris Doctorate degree from Suffolk University Law School.
In connection with his appointment, Mr. Ball entered into an employment
agreement with the Company, dated as of January 3, 2023 (the "Employment
Agreement"). Under the Employment Agreement, Mr. Ball shall be employed
"at-will" for no specific period of time and may be terminated by the Company at
any time, with or without cause, and with or without advance notice. Pursuant to
the Employment Agreement, Mr. Ball will receive an annualized base salary of
$400,000 and is eligible to participate in the Company bonus program at a target
rate of 75% of his annual salary, to be paid based upon Company, team and
individual performance and pro-rated based on the Effective Date. In addition,
Mr. Ball will receive a signing and retention bonus of $200,000. Mr. Ball will
also be entitled to receive restricted stock units ("RSUs") under the Company's
2021 Omnibus Incentive Plan with a grant date fair value of approximately
$5,000,000. The RSUs will vest over a four-year period with the vesting
commencement date beginning on March 1, 2023, with 25% vesting after one year
and then quarterly thereafter, subject to Mr. Ball's continued employment
through each vesting date and subject to the terms and conditions of the 2021
Omnibus Incentive Plan and governing award agreement.
Under the terms of the Employment Agreement, if Mr. Ball's employment is
terminated without Cause (other than as a result of death or disability) in
connection with a CIC Termination, then he will be entitled to the following
severance benefits: (i) an amount in cash equal to twelve months of his base
salary for the year in which the termination occurs, payable over a period of
twelve months following the termination and (ii) payment for the cost of COBRA
coverage for up to twelve months following the termination or the date on which
he became eligible to be covered by the health care plans of another employer.
However, if Mr. Ball is terminated without Cause (other than as a result of
death or disability) and such termination is not a CIC Termination, then he will
be entitled to the following severance benefits: (i) an amount in cash equal to
six months of his base salary for the year in which the termination occurs,
payable over the six month period following the termination and (ii) payment for
the cost of COBRA coverage for up to six months following the termination or the
date on which he became eligible to be covered by the health care plans of
another employer. Payment of the foregoing benefits is conditioned upon Mr.
Ball's compliance with his ongoing obligations to the Company and timely
resignation from all positions with the Company.
The Company is not aware of any direct or indirect material interest in any
transaction between Mr. Ball and the Company that would require disclosure under
Item 404(a) of Regulation S-K and there are no arrangements or understandings
between Mr. Ball and any other person relating to Mr. Ball's appointment as
President and Chief Operating Officer of the Company. Mr. Ball does not have any
family relationships with any director, executive officer or person nominated or
chosen by the Company to become an executive officer of the Company.
The foregoing is not a complete description of the parties' rights and
obligations under the Employment Agreement and is qualified by reference to the
full text and terms of the agreement, which is filed as Exhibit 10.1 to this
Current Report on Form 8-K, and incorporated herein by reference.
In addition, On January 6, 2023, Frank Maylett, the Company's Chief Revenue
Officer, informed the Company that he intends to step down from the Company. The
date on which Mr. Maylett will step down from the Company has not yet been
determined.
Item 7.01 Regulation FD Disclosure.
A copy of a press release announcing Mr. Ball's appointment and Mr. Maylett's
retirement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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The information contained in Exhibit 99.1 hereto shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
No.
10.1 Employment Agreement, dated as of January 3, 2023, by and between
Instructure Holdings, Inc. and Chris Ball
99.1 Press Release dated January 10, 2023
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the inline XBRL document)
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