Shutterstock, Inc. Form 8-K Summary
Business Context and Reporting Period
This Form 8-K Current Report was filed by Shutterstock, Inc. on November 18, 2019. The filing discloses the appointment of a new Chief Financial Officer (CFO) and details the associated employment agreement.
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 and appointment terms.
Material Changes and Executive Appointment
On November 18, 2019, the Company announced that Jarrod Yahes will join as Chief Financial Officer, effective December 9, 2019. Mr. Yahes previously served as CFO at Zeta Global and Jackson Hewitt.
Employment Agreement and Compensation
An employment agreement dated November 7, 2019, outlines the following compensation terms for Mr. Yahes:
- Base Salary: $550,000 annually.
- Cash Bonus: Target of 80% of base salary, based on performance objectives.
- Equity Awards:
- Restricted Stock Units (RSUs) with a fair market value of $1,000,000.
- Stock Options with a fair market value of $1,000,000.
- Vesting Schedule: 33% on the first anniversary, 33% on the second anniversary, and 34% on the third anniversary of the grant.
Severance and Change of Control Provisions
The agreement includes specific severance packages depending on the timing and reason for termination:
- Standard Termination (No Cause/Disability/Death): 12 months of base salary paid in installments, pro-rata bonus, 12 months of COBRA coverage, and accelerated vesting of equity as if employed for 12 months post-termination (if termination occurs after 12 months of service).
- Change of Control Termination: 12 months of base salary in a lump sum, 100% of the target bonus, 12 months of COBRA coverage, and 100% accelerated vesting of all unvested equity awards.
Mr. Yahes is also subject to a 12-month non-compete and non-solicitation covenant following termination.
Investor Verification Checklist
- Verify the effective start date of the new CFO (December 9, 2019).
- Review the total potential equity value ($2,000,000 combined RSUs and Options) and its impact on dilution.
- Confirm the vesting schedule terms (33%/33%/34%) and conditions for accelerated vesting.
- Assess the financial impact of the severance package, particularly the lump-sum payout and full equity acceleration in a change of control scenario.