Business Context and Reporting Period
This Form 8-K Current Report, dated July 1, 2022, covers events occurring on June 30, 2022, for Amplitude, Inc. (NASDAQ: AMPL). The filing primarily addresses the appointment of a new executive officer and related compensatory arrangements.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation terms.
- Base Salary: $500,000 annually.
- Target Variable Compensation: $500,000 annually (subject to performance criteria).
- Equity Grants: 675,000 stock options and 1,000,000 restricted stock units (RSUs).
Material Changes
The primary material change reported is the appointment of Thomas Hansen as President, effective June 30, 2022. Mr. Hansen previously served as Chief Revenue Officer at UiPath, Inc. Additionally, Matthew Heinz will continue as Chief Revenue Officer but will no longer serve as an executive officer under the Exchange Act.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or discussion of general business risks. It details specific contractual contingencies regarding Mr. Hansen's employment:
- Severance (Standard): Upon termination without Cause or resignation for Good Reason, Mr. Hansen is entitled to six months of base salary and six months of healthcare coverage.
- Severance (Change in Control): If termination occurs within the 15-month window surrounding a Change in Control, benefits increase to 12 months of base salary plus 100% of the target annual bonus, 12 months of healthcare, and full acceleration of unvested equity awards.
- Vesting Schedule: Options vest over 60 months; RSUs vest over 20 quarters (5 years).
Investor Verification Checklist
- Verify the exact vesting schedule and performance criteria for the $500,000 variable compensation.
- Confirm the grant date and exercise price for the 675,000 stock options in the subsequent Form 10-Q.
- Review the full text of the Offer Letter and Employment Agreement filed as exhibits to the Q2 2022 Form 10-Q for complete terms.
- Monitor future filings for any changes to the executive officer roster resulting from Matthew Heinz's status change.