Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer
On April 27, 2009, the Board of Directors of The Corporate Executive Board
Company (the "Company") appointed Richard S. Lindahl, age 45, as the Company's
Chief Financial Officer effective May 18, 2009. Mr. Lindahl will assume the role
of the Company's principal financial officer and principal accounting officer.
Joyce Liu, who currently serves as the interim Chief Financial Officer, informed
the Company on April 27, 2009 that she will resign as the Company's interim
Chief Financial Officer effective May 18, 2009 and resume the position she
previously held as Managing Director, Financial Planning and Analysis.
Prior to joining the Company, Mr. Lindahl served from 2006 until 2008 as Senior
Vice President and Treasurer, and from 2005 to 2006 as Vice President and
Treasurer, of Sprint Nextel Corporation, a U.S. wireless and wireline
communications carrier. From 1997 until 2005, Mr. Lindahl served in various
positions, including as Treasurer and in Planning and Analysis roles, at Nextel
Communications, Inc. Prior to joining Nextel Communications, from 1995 until
1997, Mr. Lindahl held the position of Vice President, Finance, at Pocket
Communications, Inc. Before 1995, Mr. Lindahl held various positions at MCI
Communications, Deloitte & Touche, and Casher Associates. Mr. Lindahl holds a
B.A. from Dartmouth College and a M.B.A. from the University of Virginia.
In connection with his employment, Mr. Lindahl will receive an annual base
salary of $425,000 per year as well as an annual target bonus of 75% of base
salary, with a maximum bonus potential of up to 100% of base salary. In
addition, Mr. Lindahl will receive a $50,000 signing bonus. The Company and
Mr. Lindahl also entered into a one-year separation agreement that provides for
one year's base compensation, a pro-rated bonus, and continuation for one year
of benefits coverage at active employee rates if Mr. Lindahl is dismissed from
the Company without cause on or before May 17, 2010, except that Mr. Lindahl's
rights following a change of control are governed by the Change in Control
Severance Agreement described below.
Mr. Lindahl will receive $300,000 of restricted stock units ("RSUs") that will
be awarded on June 10, 2009 pursuant to the Company's equity award policy. The
number of RSUs to be issued will be determined by dividing the dollar value of
the award by the closing price of the Company's common stock on the grant date
reduced by the present value of the dividends expected to be paid. The RSUs will
vest as follows - 25% on July 10, 2010, 25% on June 10, 2011, 25% on June 10,
2012, and 25% on June 10, 2013.
Mr. Lindahl also has entered into the Company's standard form of Employer
Protection Agreement, Change in Control Severance Agreement, and Indemnity
Agreement.
• The Employer Protection Agreement provides for non-solicitation and
non-provision of competing services and products to members and
prospective members and non-solicitation of employees for one year
following termination of employment, among other items;
• The Change in Control Severance Agreement provides twelve months of base
pay, a pro rata target bonus, and twelve months of health continuation
coverage at active employee rates if employment is terminated by the
Company without Cause or by the officer for Good Reason within two years
following a Change in Control; and
• The Indemnity Agreement provides the executive with customary insurance
and indemnification protections.
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