Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Director
On June 12, 2020, the board of directors (the "Board") of Qualys, Inc. (the
"Company") appointed John Zangardi to serve on the Board as a Class II director
until the Company's 2023 annual meeting of stockholders or until his successor
is duly elected and qualified. There are no arrangements or understandings
between Dr. Zangardi and any other persons pursuant to which he was elected to
serve on the Board. In addition, the Board appointed Dr. Zangardi to the
compensation committee of the Board.
Dr. Zangardi has served as President of Redhorse Corporation, a technology
services company delivering decision quality data to federal government
customers, since June 2020. From November 2019 to May 2020, Dr. Zangardi served
as Senior Vice President of Business Initiatives and Strategic Partnerships for
the Civil Group at Leidos, Inc., a science, engineering and information
technology company. From November 2017 to November 2019, Dr. Zangardi served as
Chief Information Officer of the Department of Homeland Security, a
presidentially appointed position, where he was responsible for overseeing IT
and its related security and management for the Department. Prior to that,
Dr. Zangardi first served as the Principal Deputy Chief Information Officer and
later as the Acting Chief Information Officer of the Department of Defense,
between October 2016 to November 2017. Dr. Zangardi also served as the Deputy
Assistant Secretary of the Navy for Command, Control, Communications, Computers,
Intelligence, Information Operations & Space from March 2011 to September 2016.
A retired Naval Flight Officer, Dr. Zangardi served in a variety of command and
staff assignments during his military career. Dr. Zangardi holds a B.S. in
business administration from the University of Scranton, a M.S. in finance from
the Naval Postgraduate School, and a Ph.D. in public policy from George Mason
University.
Dr. Zangardi is not a party to any transaction with any related person required
to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the
Securities and Exchange Commission.
Dr. Zangardi will enter into the Company's standard form of indemnification
agreement , a copy of which was previously filed on August 10, 2012 as Exhibit
10.10 to the Company's Registration Statement on Form S-1 (File No. 333-182027).
In addition, Dr. Zangardi will be compensated for his service on the Board in
accordance with the Company's standard compensation policy for non-employee
directors.
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