March 29, 2024

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Qualys, Inc. 8-K Apr. 29, 2021 9:10 AM

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Item 5.02


Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Appointment of Chief Executive Officer


On April 27, 2021, the board of directors (the “Board”) of Qualys, Inc. (“Qualys” or the “Company”) appointed Sumedh Thakar to serve as the Company’s Chief Executive Officer. A copy of the Company’s press release announcing Mr. Thakar’s appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Mr. Thakar, age 45, has served on the Board and as Interim Chief Executive Officer of Qualys since February 2021. Mr. Thakar has also served as the Company’s President since October 2019 and Chief Product Officer since June 2014. From December 2010 to June 2014, Mr. Thakar served as the Company’s Vice President, Engineering. Mr. Thakar joined Qualys in February 2003 and has held various other positions with the Company since that time, including Principal Engineer, Engineering Manager and Director of Engineering. Mr. Thakar holds a Bachelor of Computer Science degree from the University of Pune, India.


In connection with his appointment, the Board increased Mr. Thakar’s annual base salary from $400,000 to $550,000, effective as of April 27, 2021, and increased his performance-based target bonus opportunity under the Company’s corporate bonus plan from 50{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} to 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of annual base salary, effective as of January 1, 2021.


On April 27, 2021, the Board also granted Mr. Thakar an award of performance-based restricted stock units covering a total of 9,671 shares of common stock at the target level of performance (or 19,342 shares at the maximum level of performance) (the “PRSU Award”) and an award of restricted stock units covering 9,671 shares of common stock (the “RSU Award”). The PRSU Award will vest based on the compound annual growth rate of the Company’s revenues for a three-year period from January 2021 through December 2023 and the compound annual growth rate of the Company’s free cash flow per share for the same three-year period, subject to Mr. Thakar’s continued service through the date that performance is certified. The RSU Award will vest quarterly in equal installments over four years from the vesting commencement date of May 1, 2021. The PRSU Award and RSU Award are subject to the terms and conditions of the Company’s 2012 Equity Incentive Plan (the “2012 Plan”) and form of restricted stock unit award agreement thereunder.


If, within 12 months following a “change in control” (as defined in the 2012 Plan) of Qualys, Mr. Thakar’s employment is terminated by Qualys without “cause” (as defined in the restricted stock unit award agreement), death or disability, or he resigns for “good reason” (as defined in the restricted stock unit award agreement), then, in each case, subject to the execution of a release of claims, Mr. Thakar will be entitled to receive (i) accelerated vesting as to 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the then-unvested portion of each award set forth above (in the case of the PRSU Award, at the target level of performance), and (ii) a lump sum cash payment equal to 150{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of his annual base salary as in effect on the date of termination, 150{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of his target bonus opportunity, and the amount payable for premiums for continued COBRA benefits for a period of 18 months. In the event of an involuntary termination of employment (a termination of employment by Qualys without “cause”), at any time before a “change in control” or more than 12 months following a “change in control,” provided Mr. Thakar executes a release of claims, he will be entitled to receive a lump sum cash payment equal to 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of his annual base salary as in effect on the date of termination and the amount payable for premiums for continued COBRA benefits for a period of 12 months.


There were no arrangements or understandings between Mr. Thakar and any other persons pursuant to which he was selected as the Company’s Chief Executive Officer. There are no family relationships between Mr. Thakar and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. Mr. Thakar is not a party to any transaction with any related person required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.


Appointment of Chief Accounting Officer


On April 27, 2021, the Board appointed Saikat Paul, the Company’s Vice President, Corporate Controller, to serve as the Company’s Chief Accounting Officer and principal accounting officer. Joo Mi Kim, the Company’s Chief Financial Officer, ceased serving in the capacity of principal accounting officer upon Mr. Paul’s appointment, but continues to serve the Company in the capacity of Chief Financial Officer and principal financial officer.

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