Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 17, 2023, Shutterstock, Inc. (the "Company") announced that John
Caine is joining the Company as Global Head of E-Commerce effective as of
January 30, 2023.
Mr. Caine, 47, most recently served as Chief Product Officer of NerdWallet, Inc.
since December 2021. Prior to joining NerdWallet, Mr. Caine served as the Chief
Conversion and Chief Product Officer of Vroom Inc., a publicly traded used car
retailer and e-commerce company, a role he held beginning in 2018. From 2016 to
2018, he served as the Chief Conversion Officer of Vroom Inc.
There is no arrangement or understanding between Mr. Caine and any other person
pursuant to which he was appointed as Global Head of E-Commerce, nor is there
any family relationship between Mr. Caine and any of the Company's directors or
executive officers. There are no transactions in which Mr. Caine has an interest
requiring disclosure under Item 404(a) of Regulation S-K.
In connection with Mr. Caine's appointment as Global Head of E-Commerce, on
January 13, 2023, the Company entered into an employment agreement with Mr.
Caine under which he will commence employment on January 30, 2023 (the
"Agreement"). Pursuant to the Agreement, Mr. Caine will be entitled to an annual
base salary of $500,000 and an initial annual cash bonus target of 60% of his
base salary, based on the achievement of objective or subjective performance
goals established by the Company's Compensation Committee. In addition, Mr.
Caine will receive a one-time sign on bonus of $150,000, subject to certain
repayment conditions. Mr. Caine also will receive the following equity awards:
•An initial grant of restricted stock units ("RSUs") of the Company's common
stock in an amount equal to the fair market value of $4,000,000, of which 25% of
the RSUs will vest annually no later than the first and second anniversaries of
the grant and 6.25% will vest quarterly after the second and third anniversaries
of the grant, subject to Mr. Caine's continued employment with the Company. Mr.
Caine's RSU grant will be subject to the terms of the Company's 2022 Omnibus
Equity Incentive Plan (the "2022 Plan") and related RSU award agreement.
•A grant of additional equity in an amount equal to the fair market value of
$1,500,000. Mr. Caine's equity grant will be granted at the same time as awards
to similarly situated executives in 2023 and subject to the terms of the 2022
Plan and related award agreement.
Mr. Caine will also be eligible to participate in employee benefit plans,
policies, programs and arrangements provided generally to similarly situated
employees of the Company and will receive reimbursement of all reasonable
business expenses in accordance with Company policies relating to such expenses.
If the Company terminates Mr. Caine's employment with the Company for a reason
other than "cause" or Mr. Caine's death or "disability" at any time other than
during the twelve-month period immediately following a "change of control" (as
such terms are defined in the Agreement), then Mr. Caine will receive certain
accrued benefits and, subject to his execution of an acceptable release and
compliance with the covenants described below, Mr. Caine will also receive the
following severance payments and benefits from the Company:
•cash severance in an amount equal to 12 months of his base salary, which will
be paid in installments accordance with the Company's regular payroll
procedures;
•a lump sum payment of a pro-rata annual bonus based on actual performance for
the year in which the termination of employment occurs based on the number of
days worked relative to 365 days;
•reimbursement for premiums paid for coverage pursuant to the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), for Mr. Caine
and his eligible dependents for up to 12 months; and
•accelerated vesting of the then-unvested portion of all his outstanding equity
awards as if he had remained employed for 12 months following his termination of
employment, unless otherwise set forth in a performance stock unit award
agreement.
If the Company terminates Mr. Caine's employment with the Company for a reason
other than for "cause" or Mr. Caine's death or "disability," or if Mr. Caine
resigns for "good reason," in any case at any time during the twelve-month
period immediately following a "change of control" (as such terms are defined in
the Agreement), then Mr. Caine will receive certain
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accrued benefits and, subject to his execution of an acceptable release and
compliance with the covenants described below, Mr. Caine will also receive the
following severance payments and benefits from the Company:
•cash severance in an amount equal to 12 months of his then current base salary
in a single lump sum payment;
•a lump sum payment equal to 100% of his full target bonus for the fiscal year
in effect at the date of termination of employment (or the year the "change of
control" occurs, if greater);
•reimbursement for premiums paid for coverage pursuant to COBRA for Mr. Caine
and his eligible dependents for up to 12 months; and
•accelerated vesting of 100% of the then-unvested portion of all of Mr. Caine's
outstanding equity awards, unless otherwise set forth in a performance stock
unit award agreement.
Mr. Caine is also subject to the Company's Non-Disclosure Agreement, which
contains customary confidentiality, non-competition, and non-solicitation of
employees or customers provisions. Under the agreement, Mr. Caine cannot compete
with the Company for a 12-month period after termination. The non-solicitation
covenant also extends for 12 months after termination.
The foregoing description of the Agreement does not purport to be complete and
is qualified in its entirety by the text of the Agreement, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1Employment Agreement by and between John Caine and Shutterstock, Inc., dated
January 12, 2023.
104Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
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