UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Retention Arrangement with President, Worldwide Field Operations
On February 13, 2025, HashiCorp, Inc. (the “Company”) entered into a letter agreement with Susan St. Ledger, the Company’s President, Worldwide Field Operations, as approved by the Compensation Committee of the Board of Directors of the Company. The letter agreement provides, among other things, that the Company will pay (i) a spot bonus of $300,000 to Ms. St. Ledger no later than February 15, 2025, subject to Ms. St. Ledger’s execution and non-revocation of the Company’s standard release of claims, and (ii) a retention bonus of $1,500,000 to Ms. St. Ledger if she remains a full-time employee of the Company in her current role through the earlier of the closing of the acquisition of the Company by International Business Machines Corporation and April 30, 2025 (the “Separation Date”). The retention bonus, to the extent earned, is payable within 30 days following the Separation Date, subject to Ms. St. Ledger’s execution and non-revocation of the Company’s standard release of claims. If, prior to the Separation Date, the Company terminates the employment of Ms. St. Ledger without cause, then Ms. St. Ledger will be entitled to receive the retention bonus within 30 days following the termination date, subject to Ms. St. Ledger’s execution and non-revocation of the Company’s standard release of claims. On the Separation Date, Ms. St. Ledger’s employment with the Company will terminate and she will become a consultant to the Company pursuant to a standard form consulting agreement.
The preceding description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement filed herewith as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1* | Letter Agreement between the Company and Susan St. Ledger, dated February 13, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Certain exhibits and schedules to this exhibit have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit or schedule will be furnished to the Securities and Exchange Commission upon request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| HASHICORP, INC. | ||||||
| Date: February 14, 2025 | By: | /s/ Paul Warenski | ||||
| Name: | Paul Warenski | |||||
| Title: | Chief Legal Officer | |||||