Mr. Wilson, age 53, most recently served as CFO since June 2020, with responsibility for overseeing the Company’s accounting and financial reporting, planning, tax, treasury, and investor relations functions. Mr. Wilson joined the Company in 2017 as Senior Vice President responsible for eCommerce, global small business, and U.S. mid-market sales and was later promoted as Chief Customer Officer and Managing Director of EMEA in January 2020. Prior to joining 8x8, Mr. Wilson served as VP Finance for MobileIron, an enterprise software security company, from 2011 until 2017 with responsibilities for financial planning and analysis, investor relations, and treasury functions as well as eCommerce. Mr. Wilson is a Chartered Financial Analyst and a former top-rated Wall Street analyst. He holds a bachelor’s degree in electrical engineering from Seattle University and an MBA from the University of California, Berkeley.
As part of Mr. Wilson’s promotion from CFO to interim CEO, he will be entitled to his existing annual base salary of $430,000 per year and his existing target bonus of 65% of his annual base salary. In addition, Mr. Wilson will receive an award of restricted stock units (“CEO RSUs”), representing the right to acquire shares of the Company’s common stock valued at $1,000,000, vesting over a one-year period in substantially equal quarterly installments, subject to the Mr. Wilson’s continued employment or qualifying association with the Company or any of its affiliates; provided that if his employment is terminated by the Company without cause, he resigns for good reason or he is removed from the position of interim CEO in connection with the Company’s hiring of a permanent CEO other than Mr. Wilson, then any unvested portion of the CEO RSUs shall immediately accelerate and vest in full as of such termination or removal, regardless of whether Mr. Wilson is subsequently reinstated as the CFO. Mr. Wilson will continue to be an at-will employee of the Company.
Following the effective date of his promotion, Mr. Wilson will be paid a cash bonus of $300,000, payable in 12 substantially equal monthly installments in accordance with the Company’s normal payroll procedures, subject to Mr. Wilson’s continued employment with the Company through each applicable payment date; provided that if his employment is terminated by the Company without cause, he resigns without good reason, or he is removed from the position of interim CEO in connection with the Company’s hiring of a permanent CEO, then the Company shall pay the remaining installments in a single lump sum as promptly as practicable following such termination or removal, and regardless of whether Mr. Wilson is subsequently reinstated as the CFO.
While acting as interim CEO, Mr. Wilson will also be eligible to receive benefits under the 8x8, Inc. 2017 Executive Change-in-Control and Severance Policy, as amended and restated as of January 31, 2019 (the “Prior Policy”) as a “Tier 1” participant, except that his removal from the position of interim CEO and reinstatement as the CFO shall not by itself constitute a condition giving rise to good reason under the Prior Policy.
Mr. Wilson does not have any family relationship with any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The foregoing description of the terms of Mr. Wilson’s promotion does not purport to be complete and is qualified in its entirety by reference to the full text of his promotion letter, a copy of which is attached hereto as Exhibit 10.1, and hereby incorporated by reference herein.
Appointment of Interim Chief Financial Officer
Kevin Kraus, the Company’s Senior Vice President of Finance, has been appointed as interim CFO while Mr. Wilson is serving in his capacity as interim CEO. The Board will conduct a search process to identify a permanent CFO, which search will include both internal and external candidates.
Mr. Kraus, age 53, most recently served as the Senior Vice President of Finance at the Company since October 2019, with responsibility for overseeing the Company’s financial reporting, planning, and procurement functions. Prior to joining 8x8, Mr. Kraus served as Vice President of Finance for Imperva, a cyber security software company, from 2018 until 2019 and Senior Director of Finance for Gigamon, a network visibility and traffic monitoring technology company, from 2015 until 2017, with responsibilities for financial planning and analysis, procurement, facilities management, SEC reporting and investor relations support, sales compensation operations, and M&A integration. Mr. Kraus is a Certified Public Accountant. He holds a bachelor’s degree in accounting from Rutgers, The State University of New Jersey-New Brunswick and an MBA from the Pennsylvania State University.
