Business Context and Reporting Period
This Form 8-K was filed by Five9, Inc. on February 11, 2019. The report details the adoption of the 2019 Bonus Program by the Compensation Committee of the Board of Directors, effective for the fiscal year ending December 31, 2019.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for the company. It focuses exclusively on the structure and target amounts of executive compensation.
| Officer Name | Annual Target Bonus (USD) | % of Base Salary |
|---|---|---|
| Rowan Trollope (CEO) | $661,250 | 115% |
| Barry Zwarenstein (CFO) | $287,250 | 75% |
| Daniel Burkland | $325,000 | 81% |
| Scott Welch | $198,600 | 60% |
| Ryan Kam | $178,200 | 60% |
| James Doran | $211,250 | 65% |
| David Pickering | $201,000 | 60% |
| Jonathan Rosenberg | $210,000 | 60% |
Material Changes
The primary material change is the establishment of specific performance targets and payout structures for Section 16 officers for the 2019 fiscal year. The filing does not report changes in financial performance compared to prior periods.
Guidance, Outlook, and Compensation Structure
The 2019 Bonus Program ties executive compensation to financial performance and individual metrics with the following structure:
- Performance Metrics: Financial performance is weighted 75% on revenue targets and 25% on adjusted EBITDA targets.
- CEO Weighting: 100% based on Company financial performance.
- President Weighting: 75% sales commissions, 18.75% Company financial performance, 6.25% individual performance.
- CMO Weighting: 50% Company financial performance, 50% individual performance.
- Other Officers: 80% Company financial performance, 20% individual performance.
- Payout Thresholds: No payout if revenue is below 90% of target or adjusted EBITDA is below 80% of target.
- Maximum Payouts: Revenue target can yield up to 150% of the allocated bonus if performance reaches 125% of the target. Adjusted EBITDA target can yield up to 150% if performance reaches 150% of the target.
- Clawback/Reduction: If actual adjusted EBITDA is below 80% of the target, the maximum payout for the revenue target is capped at 100%.
Investor Verification Checklist
- Verify the specific revenue and adjusted EBITDA targets set for 2019, as the filing mentions them but does not disclose the numerical values.
- Confirm the base salary figures for each executive to validate the percentage calculations provided.
- Monitor quarterly earnings reports to assess progress against the 90% revenue and 80% adjusted EBITDA thresholds required for any bonus payout.
- Review future filings for actual bonus payouts to determine if the company met the 125% revenue or 150% EBITDA stretch goals.