Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 20, 2012, TiVo Inc. (the "Company") announced the promotion of
Naveen Chopra, age 39, to Chief Financial Officer (CFO), Dan (Charles) Phillips,
age 54, to Chief Operating Officer (COO) and Jeff Klugman, age 52, to Executive
Vice President (EVP), Products and Revenue. Mr. Chopra succeeds Anna Brunelle,
who resigned and after a transition period with Mr. Chopra, will leave TiVo to
pursue other opportunities.
Mr. Chopra previously served as Senior Vice President of Corporate Development
and Strategy, with responsibility for the Company's long-term business strategy
focused on product distribution, corporate development and capital allocation.
In his new role as the Company's CFO, Mr. Chopra will continue to be responsible
for the Company's corporate development and strategy functions in addition to
overseeing the Company's accounting and financial reporting, planning, tax and
treasury functions. Mr. Phillips previously served as Senior Vice President of
Engineering and Operations, where he oversaw the Company's engineering services
and company-wide operations, and will continue to do so in his expanded role as
Chief Operating Officer. Mr. Klugman previously served as Senior Vice President,
Revenue and Product, where he oversaw TiVo's product and revenue initiatives,
including domestic and international service provider deployments, audience
research, and TiVo's product strategy across its retail and operator businesses,
and will continue to do so in his new role.
Mr. Chopra joined TiVo in 2003 as Director, Business Development, where he later
served as Vice President, Business Development, before being promoted to Senior
Vice President of Corporate Development and Strategy. He holds bachelor degrees
in computer science and economics from Stanford University and an MBA from the
Stanford Graduate School of Business. Mr. Phillips joined TiVo in 2006 as Vice
President of Technology and Chief Information Officer and where he later was
promoted to Senior Vice President of Engineering and Operations. He holds
bachelor degrees in business administration and computer information systems
from Humboldt State University. Mr. Klugman joined TiVo in 2001 as Vice
President, Technology Licensing and subsequently held positions as Vice
President, Platform Business, then Senior Vice President & General Manager,
Service Provider Division, before becoming most recently SVP, Products and
Revenue.
In Mr. Chopra's new role, he will be entitled to an annual base salary of
$375,000 per year and target bonus of 50% of his annual base salary plus
additional cash milestone-based performance goals. Mr. Chopra will also be
entitled to future equity awards of restricted stock as follows: (i) in fiscal
year 2014, a promotional award of 175,000 shares and an annual award of 100,250
shares; and (ii) in fiscal year 2015, an annual award of 110,375 shares. At
least 50% of each of the fiscal year 2014 and 2015 awards will be
performance-based, with the actual award mix and goals for such future awards to
be determined on the fiscal year 2014 and 2015 grant dates, with the remaining
portion time-based vesting. The portion of the fiscal year 2015 grant that is
time-based vesting will be fully-vested by December 2015. In the event of a
change in control of the Company, Mr. Chopra's performance-vesting awards will
convert to time-based vesting under the same terms as his other time-based
vesting grants, based on Mr. Chopra's continued service to the Company. Upon a
qualifying termination in connection with a change in control as specified in
Mr. Chopra's change in control agreement, Mr. Chopra will be entitled to
accelerated vesting of all these time- and performance-based grants that have
been granted and will be entitled to a cash payment equal to the value of any of
the awards of shares of restricted stock that, as of the date of such qualifying
termination, have not been granted.
In Mr. Phillips' new role, he will be entitled to an annual base salary of
$450,000 per year and target bonus of 100% of his annual base salary. Mr.
Phillips will also be entitled to a retention bonus payable in the amount of
$500,000 in November 2013 and an additional $2.5 million in November 2015 as
long as Mr. Phillips remains an employee in good standing of the Company. Mr.
Phillips will also be entitled to annual equity awards in the amounts of
100,000, 125,000 and 108,000 shares of restricted stock to be awarded in fiscal
years 2013, 2014 and 2015, respectively. Mr. Phillips' fiscal year 2013 grant
will vest bi-annually over three years. At least 50% of each of the fiscal year
2014 and 2015 awards will be performance-based, with the actual award mix and
goals for such future awards to be determined on the fiscal year 2014 and 2015
grant dates. The portion of each such grant that is time-based vesting will be
fully-vested by November 2015. In the event of a change in control of the
Company, Mr. Phillips' performance-vesting awards will convert to time-based
vesting under the same terms as his other time-based vesting grants, based on
Mr. Phillips' continued service to the Company. Upon a qualifying termination in
connection with a change in control as specified in Mr. Phillips' change in
control agreement, Mr. Phillips will be entitled to accelerated vesting of all
these time- and performance-based grants that have been granted and will be
entitled to a cash payment equal to the value of any of the awards of shares of
restricted stock that, as of the date of such qualifying termination, have not
been granted.
In Mr. Klugman's new role, he will be entitled to an annual base salary of
$450,000 per year and target bonus of 100% of his annual base salary. He will
also be entitled to annual equity awards in the amounts of 100,250, 110,375 and
120,000 shares of restricted stock to be awarded in fiscal years 2014, 2015 and
2016, respectively. At least 50% of each of the fiscal years 2014, 2015 and 2016
awards will be performance-based, with the actual award mix and goals for such
future awards to be determined on the fiscal years 2014, 2015 and 2016 grant
dates, with the remaining portion time-based vesting. The portion of the grant
made in fiscal year 2016 that has time-based vesting will be fully-vested by
March 2016. In the event of a change in control of the Company, Mr. Klugman's
performance-vesting awards will convert to time-based vesting under the same
terms as his other time-based vesting grants, based on Mr. Klugman's continued
service to the Company. Upon a qualifying termination in connection with a
change in control as specified in Mr. Klugman's change in control agreement, Mr.
Klugman will be entitled to accelerated vesting of all these time- and
performance-based grants that have been granted and will be entitled to a cash
payment equal to the value of any of the awards of shares of restricted stock
that, as of the date of such qualifying termination, have not been granted.
In connection with Ms. Brunelle's resignation, we entered into a transition
agreement with her to continue to provide services to the company in a reduced
role during a transition period lasting until no later than September 30, 2013.
Upon the expiration of the transition period, Ms. Brunelle will be paid in a
lump sum at such time equal to three months of her base salary and shall be
provided COBRA reimbursements for up to nine months from such date. Ms. Brunelle
will also be entitled to 100% of her fiscal year 2013 bonus she would have been
eligible to receive pursuant to the Fiscal Year 2013 Executive Bonus Plan
(payable in a lump sum at the time the Company pays out bonuses to other
executives). During the transition period, Ms. Brunelle will remain an employee,
will continue to receive her base salary and benefits, and will continue to vest
in her current equity awards. She also will remain eligible to receive
acceleration of all her outstanding unvested equity grants in the event a change
in control occurs during the transition period pursuant to her change in control
agreement.
The foregoing description of Ms. Brunelle's transition agreement is qualified in
its entirety by reference to the applicable provisions of agreement which will
be filed with the Securities and Exchange Commission as an exhibit to the
Company's Form 10-K for the fiscal year ending January 31, 2013 and is
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are included with this Report:
Exhibit Number Description
99.1 Press Release of TiVo Inc., dated December 20, 2012
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