Item 5.02: Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
On July 21, 2014, Christopher O'Malley became Compuware Corporation's
("Compuware") President of Mainframe Operations, replacing Kris Manery as the
head of Compuware's Mainframe business unit. Mr. Manery remains employed as
Senior Vice President Mainframe.
Mr. O'Malley, age 51, most recently served as the CEO of VelociData, a provider
of leading-edge Big Data solutions from 2013 to 2014. He was also the CEO of
Nimsoft and held a variety of executive positions, including EVP of the Cloud
Products & Solutions Business Line and EVP of the Mainframe business unit, at CA
Technologies between 1988 and 2012.
Mr. O'Malley will receive an annual base salary of $500,000 and receive standard
health and welfare benefits. In addition, he will receive on August 1, 2014 a
grant of 295,000 time-vested stock options that vest 25% per year over four
years. Mr. O'Malley will also participate in Compuware's executive incentive
program consistent with the terms applicable to other named executive officers
at the following levels: an annual cash bonus at 100% of his base salary at
target if performance measures are achieved; and a long-term incentive at 200%
of his base salary, the value of which is divided in thirds, with one third
payable in cash as long-term performance cash, one third granted in
performance-based stock options and one third granted in time-based RSUs. The
performance-based stock options and restricted stock units will be granted on
August 1, 2014. The long-term performance cash is based on attainment of annual
targets and is payable in two years if Mr. O'Malley is still employed by
Compuware as of the date of payment.
In addition, Compuware entered into a severance agreement with Mr. O'Malley
which provides one-times the sum of his base salary plus annual bonus at target,
12 months of health and welfare benefits, and accelerated vesting of equity
awards in the event of termination of his employment without cause or for good
reason within 12 months following a change in control of the Company.
Item 7.01 Regulation FD Disclosure.
On July 21, 2014, Compuware announced the hiring of Mr. O'Malley as head of its
Mainframe business unit. A copy of the press release is furnished with the
Report as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
99.1 Press Release, dated July 21, 2014.