| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 8, 2020, Altair Engineering Inc. (the “Company” or “Altair”) announced that Matthew Brown has been appointed to serve as a Senior Vice President-Finance, effective January 1, 2021, and to serve as Altair’s Chief Financial Officer, effective at the close of business on March 16, 2021. At the close of business on March 16, 2021, Mr. Brown will succeed Howard Morof, who will be stepping down from his role as Chief Financial Officer at the close of business on March 16, 2021 to pursue new opportunities and personal interests.
Mr. Brown, age 40, previously served in Finance leadership roles at NortonLifeLock, a leading consumer cyber safety company, including as Interim Chief Financial Officer from November 2019 to July 2020. Prior to that, he served in Finance leadership roles at Symantec, a leading provider of enterprise security software, from August 2016 to November 2019, most recently as Vice President of Finance and Chief Accounting Officer. Prior to that, Mr. Brown served as Vice President, Controller for Blue Coat Systems, a provider of advanced web security solutions, from October 2015 to August 2016. Prior to that, Mr. Brown served in various Finance roles at NETGEAR (2010 to 2015) and Brocade Communications (2008 to 2010). He began his career at KPMG, LLP. Mr. Brown is a certified public accountant and holds a Bachelor of Science degree in business administration from the Walter A. Haas School of Business at the University of California, Berkeley.
In connection with his employment, Mr. Brown will receive a starting annual salary of $400,000 and will have a target bonus of fifty percent of base salary under Altair’s executive bonus compensation program. Upon the later of January 4, 2021 and Mr. Brown’s first date of employment, Mr. Brown will receive restricted stock units covering 25,000 shares of Altair’s Class A Common Stock and stock options covering 45,000 shares of Altair’s Class A Common Stock, in each case vesting in equal amounts annually over four years, subject to Mr. Brown’s continuing employment through the vesting dates. He will also be entitled to participate in Altair’s medical insurance programs, as well as in its 401(k) plan.
Mr. Brown will also be provided a severance agreement (the “Brown Severance Agreement”) upon commencement of employment. It is anticipated that:
| | • | | the Brown Severance Agreement will provide for severance protections based on the duration of Mr. Brown’s “Severance Period” in the event of a termination by the Company other than for “cause,” or in the event of a resignation by Mr. Brown for “good reason,” in either case at any time after his commencement of employment through the one-year anniversary of a “Change in Control”; |
| | • | | the “Severance Period” will be twelve months if such termination occurs during the first year of Mr. Brown’s employment or if such termination occurs after the Company has entered into a definitive agreement governing a “Change in Control,” but prior to consummation of such “Change in Control,” or on or within one year following the occurrence of a “Change in Control”; |
| | • | | assuming no Change in Control, the “Severance Period” will be six months if such termination occurs during the second, third, fourth, fifth or sixth year of Mr. Brown’s employment; |
| | • | | assuming no Change in Control and assuming that Mr. Brown is employed continuously for more than six years, the “Severance Period” will be one month for each full year of continuous service up to a maximum of twelve months; |
| | • | | subject to provisions regarding Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, under the Brown Severance Agreement, Mr. Brown generally will be entitled to the following (in lieu of any other severance payments to which he may be entitled): |
| | • | | an amount equal to his annual rate of base salary for each month in the applicable Severance Period; |
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