| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 13, 2023, Viasat, Inc. (“Viasat”) announced the appointment of Guru Gowrappan as Viasat’s President. Mr. Gowrappan has agreed to commence his employment with Viasat on April 13, 2023. Richard Baldridge had previously served as President prior to his appointment as Vice Chairman on July 1, 2022.
Mr. Gowrappan, 42, is a co-founder of Bali Venture Partners, a privately held company that invests in early and growth stage enterprises. From October 2018 until September 2021, Mr. Gowrappan served as CEO of Verizon Media Group, the media division of Verizon Communications, Inc. He joined Verizon in April 2018 as President and Chief Operating Officer of Oath, Inc. From 2015 until joining Verizon in 2018, he held the position of Global Managing Director at the Alibaba Group, a multinational e-commerce company. Previously, Mr. Gowrappan served as Chief Operating Officer at Quixey, a mobile technology company, and Chief Operating Officer for Growth and Emerging Initiatives at Zynga Inc. Mr. Gowrappan currently serves on the boards of Bank of New York Mellon Corp (NYSE: BK) and Water.org (a global nonprofit focused on access to safe water and sanitation). Mr. Gowrappan earned an M.S. in Computer Science from the University of Southern California and completed the Business Bridge Program with the Tuck School of Business at Dartmouth College. He also holds a bachelor’s degree from the University of Madras in Chennai, India.
In connection with his appointment, Mr. Gowrappan will receive an annual base salary of $1,000,000 and an annual target bonus of 140% of his base salary. Mr. Gowrappan will also be granted a restricted stock unit award with an approximate grant value of $7,250,000 and a performance stock option award with an approximate grant value (at “target” performance levels) of $7,750,000. The restricted stock unit award vests in four equal installments over the course of four years measured from the grant date, and the performance stock option award vests in part upon Mr. Gowrappan’s continued service with Viasat over a four-year period following the grant date, and in part on a comparison of Viasat’s total shareholder return (“TSR”) relative to the TSR of the companies in the S&P Mid Cap 400 Index over a four-year period. The number of options that will ultimately become vested and exercisable at the end of the four-year performance period will range from 0% to 175% of the target number of options based on Viasat’s relative TSR ranking for such period. The performance-based stock options must be vested under both the time-based vesting schedule and the performance-based vesting conditions to become exercisable. In addition, Mr. Gowrappan will receive a one-time relocation bonus in the amount of $1,000,000, which is subject to full repayment by Mr. Gowrappan if he resigns from Viasat within 365 days of his start date and 50% repayment if he resigns between 366 and 730 days of his start date.
Also in connection with his appointment, Mr. Gowrappan and Viasat have entered into a Severance Agreement, a Change in Control Severance Agreement and an amendment to the Change in Control Severance Agreement (the “Amendment to Change in Control Severance Agreement”). The Change in Control Severance Agreement and Amendment to Change in Control Severance Agreement entered into with Mr. Gowrappan are in the forms previously entered into by Viasat with each of its executive officers.
Pursuant to the Severance Agreement, in the event that Mr. Gowrappan’s employment is terminated by Viasat without “cause” or by Mr. Gowrappan with “good reason” (each as defined in the Severance Agreement), in either case, outside of the Change of Control Period (as defined below), he will receive (i) a lump sum cash payment equal to his annual base salary plus his target annual bonus, (ii) continuation of health and other benefits for a period of 18 months following the date of his termination, and (iii) accelerated vesting of any outstanding equity awards that would have vested in accordance with the terms of the applicable award agreements during the 12 months following the date of his termination.
Pursuant to the Change in Control Severance Agreement, in the event that Mr. Gowrappan’s employment is terminated by Viasat without “cause” or Mr. Gowrappan resigns for “good reason,” in either case, within the two months prior to or 18 months following a “change in control” of Viasat (the “Change in Control Period”) (as each term is defined in the Change in Control Severance Agreement), Mr. Gowrappan shall be entitled to receive (i) a lump sum cash payment equal to 2.0 times the sum of his
