Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement.
Appointment of Craig Saks as President
On April 7, 2022, Craig Saks joined Bottomline Technologies, Inc. (the
"Company") as President.
Mr. Saks, age 52, brings more than 20 years of leadership experience leading
enterprise, mission-critical software, and processing businesses across the
fintech and payment industries. Mr. Saks serves on the board of directors of
NMI, a global payment enablement platform, processing more than $180 billion in
payments annually for over 3,200 partners and over 260,000 merchants around the
world, and from 2018 to 2020 served on the board of directors of The Greater
Naples Chamber of Commerce in Naples, Florida. From 2012 to 2020, Mr. Saks held
various positions at ACI Worldwide, a global payments software company, serving
as Chief Strategy & Transformation Officer and interim President & CEO in 2020,
Chief Operating Officer from 2017 to 2019, and Group President, Strategic
Products P&L from 2015 to 2016. Mr. Saks is also a member of the Bain Advisor
Network, where he serves as an external advisor and consults in the technology
and payments sectors. In 2021, Mr. Saks also served as a consultant to various
private equity firms advising on strategy and operations consulting.
In connection with Mr. Saks' appointment as President, the Company has agreed to
provide Mr. Saks, during the interim period prior to the closing (the "Closing")
of the acquisition of the Company by an affiliate of Thoma Bravo Fund XV, L.P.
(the "Thoma Bravo Fund"), a private equity fund managed by Thoma Bravo, L.P.
("Thoma Bravo"), a monthly base salary of $29,166.67, and he will be eligible
for an annual bonus with a target of $250,000, to be paid quarterly in such
amounts as recommended by the Chief Executive Officer and approved by the
Leadership Development and Compensation Committee of the Board of Directors of
the Company based on the achievement of Company-wide financial metrics and the
achievement of key business objectives. Mr. Saks is also eligible to participate
in the standard package of benefits made available by the Company from
time-to-time to its full-time employees. Following the Closing, it is
anticipated that Mr. Saks' compensation arrangements will be modified as
mutually agreed by Thoma Bravo and Mr. Saks.
There are no family relationships between Mr. Saks and any director or executive
officer of the Company. Neither Mr. Saks nor any of his immediate family members
have been a participant in any transaction or currently proposed transaction
with the Company that is reportable under Item 404(a) of Regulation S-K.
Mr. Saks has been previously compensated by Thoma Bravo in connection with
consulting services provided to Thoma Bravo in connection with the pending
acquisition of the Company.
Nigel Savory Settlement Agreement
On April 8, 2022, Bottomline Technologies Europe Limited (a subsidiary of the
Company) and Nigel Savory entered into a Settlement Agreement, pursuant to which
the parties agreed, among other things, that Mr. Savory's employment would
terminate on the six month anniversary of the execution of the Settlement
Agreement (subject to earlier termination under certain circumstances) and that
until such termination, Mr. Savory would remain available to provide transition
services in connection with the transactions contemplated by the Merger
Agreement (subject to certain "garden leave" provisions). The Settlement
Agreement confirms Mr. Savory's entitlement to the transition salary and bonus
payments provided for in the previously-filed Service Agreement dated March 12,
2021 between Mr. Savory and Bottomline Technologies Europe Limited and further
provides that Mr. Savory will receive a bonus with respect to the first calendar
quarter of 2022 and will be eligible for accelerated vesting of up to all of his
equity compensation from the Company.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses