Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Principal Executive Officer
As previously disclosed on May 4, 2022, Joshua Bixby notified the Board of Directors (the “Board”) of Fastly, Inc. (the “Company”) on April 29, 2022 of his decision to resign as the Company’s Chief Executive Officer and as a member of the Board, effective as of the date of his successor’s appointment. Mr. Bixby’s decision to resign as the Company’s Chief Executive Officer and as a member of the Board is not the result of any disagreement with the Company regarding the Company’s operations, policies or practices.
Appointment of Principal Executive Officer
On August 3, 2022, the Company announced that Todd Nightingale, age 43, had been appointed to serve as the Company’s Chief Executive Officer and as a member of the Board. Mr. Nightingale’s appointment is effective as of, and he is expected to begin serving as the Company’s Chief Executive Officer and a member of the Board on, September 1, 2022. Until that time, Mr. Bixby will remain in his position as the Company’s Chief Executive Officer and member of the Board. Upon joining the Company’s Board, Mr. Nightingale will be designated a Class I director (replacing Mr. Bixby), to serve until our annual meeting of shareholders in 2023 and until a successor has been duly elected and qualified or, if sooner, until his death, resignation or removal.
Mr. Nightingale has served as the Executive Vice President and General Manager of Enterprise Networking and Cloud at Cisco Systems, Inc. since March 2020. From June 2016 to March 2020, Mr. Nightingale served as the Senior Vice President and General Manager of Cisco Meraki. Prior to that he held various roles as a Vice President at Cisco Meraki. Mr. Nightingale holds a Bachelor of Science in electrical engineering and computer science from Massachusetts Institute of Technology as well as a Masters in engineering from Massachusetts Institute of Technology.
In connection with his appointment, on August 1, 2022, Mr. Nightingale entered into a letter agreement with the Company (the “Offer Letter”), providing for an annual base salary of $600,000 and two awards of restricted stock units (“RSUs”), each with a value of $15,000,000, and with the number of RSUs awarded equal to the value of the award divided by the closing market price of the Company’s Class A common stock on August 1, 2022, the date Mr. Nightingale signed the Offer Letter. Such RSUs will be issued pursuant to the Company’s 2019 Equity Incentive Plan, with half of the RSUs subject to time-based vesting over the next four years and half of the RSUs subject to performance-based vesting over the next five years, in each case as further described in the Offer Letter. Mr. Nightingale is eligible for an annual performance-based cash bonus, with a target amount equal to $600,000, pursuant to the Company’s bonus plan. In addition, Mr. Nightingale will receive a one-time signing bonus of $1,000,000 (the “Signing Bonus”). If Mr. Nightingale’s employment is terminated for any reason other than a layoff within the first 12 months of service, the net after-tax amount of the Signing Bonus must be repaid in full. There will be no repayment obligation after the completion of 12 months of service. Mr. Nightingale will be eligible to participate in the Company’s Executive Change in Control and Severance Benefit Plan, a copy of which was filed with the Securities and Exchange Commission as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, subject to certain adjustments described in the Offer Letter.
The foregoing description of the Offer Letter with Mr. Nightingale is qualified in its entirety by reference to the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K. Mr. Nightingale will also enter into an indemnification agreement with the Company in the form previously approved by the Board and filed with the Securities and Exchange Commission.
There are no arrangements or understandings between Mr. Nightingale and any other person pursuant to which Mr. Nightingale was appointed as Chief Executive Officer and as a member of the Board and there are no family relationships between Mr. Nightingale and any director or other executive officer of the Company, 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.