Business Context and Reporting Period
This Form 8-K Current Report was filed by Sprinklr, Inc. on October 3, 2022, with the report date updated to October 7, 2022, for the signature. The filing addresses Item 5.02 regarding the departure of a senior officer and associated compensatory arrangements.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation and separation terms.
Material Changes
The primary material change reported is the departure of Luca Lazzaron from his position as Chief Revenue Officer, effective October 1, 2022. This follows a previous announcement made on September 8, 2022.
Management Commentary and Separation Terms
In connection with Mr. Lazzaron's transition, the Company entered into a Transition Agreement and a First Amendment dated October 3 and October 7, 2022, respectively. Key terms include:
- Transition Period: Mr. Lazzaron will serve in a non-officer advisory role through December 31, 2022, receiving his current base salary and benefits.
- Separation Payment: Upon completion of the Transition Period and execution of a release of claims, he is entitled to a payment equal to six (6) months of his current base salary.
- Prorated Bonus: Payment of an amount equal to the prorated target annual bonus for fiscal year 2023 based on days employed.
- Equity Acceleration: Effective December 16, 2022, vesting acceleration of outstanding restricted stock units and stock option awards as if employed through June 30, 2023.
- Restrictions: Post-employment obligations include confidentiality and a one-year non-solicitation provision.
The complete texts of the agreements are expected to be filed as exhibits to the Quarterly Report on Form 10-Q for the fiscal quarter ending October 31, 2022.
Investor Verification Checklist
- Verify the exact base salary rate used to calculate the six-month separation payment and prorated bonus.
- Confirm the total number of outstanding restricted stock units and stock options subject to acceleration.
- Review the upcoming Form 10-Q for the full text of the Transition Agreement and Amendment.
- Monitor for the appointment of a permanent replacement for the Chief Revenue Officer role.