Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(d) Appointment of New Director.
On December 5, 2017,
the board of directors (the Board) of MuleSoft, Inc. (the Company) elected Marcus Ryu and Yvonne Wassenaar to serve as members of the Board. The Board appointed Mr. Ryu to the Compensation Committee of the Board and
appointed Ms. Wassenaar to the Audit Committee of the Board. All such appointments were effective immediately. Mr. Ryu will serve in the class of directors whose term expires at the Annual Meeting of Stockholders to be held in
2018. Ms. Wassenaar will serve in the class of directors whose term expires at the Annual Meeting of Stockholders to be held in 2019.
Mr. Ryu
co-founded
Guidewire Software, Inc., a software provider for property and casualty insurance carriers,
and has served as its President and Chief Executive Officer since August 2010. Mr. Ryu currently serves as a director of Guidewire and previously served as a director of Opower, Inc., a provider of customer engagement solutions for the utility
industry, from August 2013 until its acquisition by Oracle, Inc. in June 2016. Mr. Ryu holds an AB in economics from Princeton University and a BPhil from New College, Oxford University.
Since June 2017, Ms. Wassenaar has served as the Chief Executive Officer and a director of Airware, Inc., an enterprise drone analytics company. From
August 2014 until May 2017, Ms. Wassenaar served in various executive roles at New Relic, Inc., a software analytics company, most recently as Chief Information Officer. From May 2010 to July 2014, Ms. Wassenaar was with VMware, Inc., a
subsidiary of Dell Technologies that provides cloud computing and platform virtualization software and services, where she served as Vice President to the Office of CXO and from March 2013 to July 2014 and as Vice President, Global
Solutions & Enablement from March 2010 to February 2013. She currently serves as a director of Forrester Research, Inc., a market research company. Ms. Wassenaar holds a B.A. in Economics from the University of California, Los Angeles
and an M.B.A. from the University of California, Los AngelesThe Anderson School of Management.
In accordance with the Companys standard
compensatory arrangement for
non-employee
directors, each of Mr. Ryu and Ms. Wassenaar will receive $30,000 per year in cash compensation for service as a member of the Board, and each was granted a
restricted stock unit award having a value of $87,500 on the date of grant, which award will vest in full on the earlier to occur of: (i) the one year anniversary of the grant date, or (ii) the day prior to the Annual Meeting of
Stockholders to be held in 2018, subject to continued service as a member of the Board through such vesting dates. Mr. Ryu will receive $5,000 per year in cash compensation for his services as a member of the Compensation Committee, and
Ms. Wassenaar will receive $8,000 per year in cash compensation for her services as a member of the Audit Committee. The Company has entered into its standard form of indemnification agreement with each of Mr. Ryu and
Ms. Wassenaar, a copy of which has been filed as Exhibit 10.1 to the Companys Registration Statement on Form
S-1
(File
No. 333-216130)
filed with the
Securities and Exchange Commission on February 17, 2017.
There are no arrangements or understandings between either Mr. Ryu or
Ms. Wassenaar and any other persons pursuant to which they were elected as a director.
Mr. Ryu is the Chief Executive Officer of Guidewire
Software, Inc. (Guidewire), a customer of the Company. In the connection the purchases of software subscriptions to the Companys Anypoint Platform, Guidewire made payments to the Company of $479,493 in the fiscal year ended
December 31, 2016 and $388,307 year to date in 2017. These transactions were arms-length agreements entered into in the ordinary course of business.
Ms. Wassenaar is the former Chief Information Officer of New Relic, Inc. (New Relic), a vendor of the Company. In connection with purchases
of software subscriptions to New Relics products, the Company made payments to New Relic of $123,742 in the fiscal year ended December 31, 2016 and $426,605 year to date in 2017. These transactions were arms-length agreements entered into
in the ordinary course of business.
On December 6, 2017, the Company issued a press release announcing the election of Mr. Ryu and
Ms. Wassenaar to the Board. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.