Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 25, 2023, VMware, Inc. ("VMware" or the "Company") announced in a press
release the appointment of Karen E. Dykstra, age 64, as the Company's Chief
Financial Officer ("CFO"), effective as of June 9, 2023.
Ms. Dykstra is currently a member of the Board of Directors (the "Board") of
VMware, a role she has held since March 2016. She previously was also the Chair
of both the Audit Committee and the Nominating, Governance and Related Persons
Transactions Committee (the "Governance Committee") of the Board. Upon Ms.
Dykstra's agreement to serve as CFO, she resigned from the Audit and Governance
Committees, which committees are constituted entirely and solely of independent
directors. Michael Brown, a current member and former Chair of the Audit
Committee, was elected the Chair of VMware's Audit Committee, and Paul Sagan,
Lead Independent Director, Chair of the Compensation Committee and a current
member of the Governance Committee, was elected the Chair of VMware's Governance
Committee. Ms. Dykstra will continue to serve on the Board.
Ms. Dykstra has substantial financial expertise that includes extensive
knowledge of the complex financial and operational issues facing large
companies, as well as a deep understanding of accounting principles and
financial reporting rules and regulations. Additionally, Ms. Dykstra previously
made a transition from service on a board of directors to CFO while at AOL,
Inc., a global media technology company, where she served on the AOL board of
directors from 2009 until September 2012 (including as a member of its Audit
Committee from 2010 through 2012) and then as CFO of AOL from September 2012
through July 2015. While serving as CFO, Ms. Dykstra also served as
Administrative Officer from November 2013 until July 2015 and then as Executive
Vice President from September 2012 until November 2013 of AOL. From January 2007
until December 2010, Ms. Dykstra was a Partner of Plainfield Asset Management
LLC ("Plainfield"), an asset management company, and she served as CFO and Chief
Operating Officer of Plainfield Direct LLC, Plainfield's business development
company, from May 2006 to 2010, and as a director from 2007 to 2010. She
previously spent over 25 years with Automatic Data Processing, Inc. (or ADP), a
provider of human capital management solutions to employers, from 1981 through
2006, serving most recently as CFO from January 2003 to May 2006, and previously
as Vice President-Finance, Corporate controller, among other capacities.
Ms. Dykstra will be paid a monthly salary of $667,000 and receive a one-time
signing bonus of $800,000. Ms. Dykstra will not be eligible to participate in
any of VMware's executive benefit programs, including the Executive Bonus
Program, Change-in-Control Retention Plan or Executive Severance Plan.
During the term of Ms. Dykstra's employment with VMware, she will continue to
vest in the equity award she was granted in July 2022 for her service as a
VMware director in accordance with the terms of such grant. Accordingly, Ms.
Dykstra will continue to finally vest in 569 shares of VMware Class A Common
Stock on July 1, 2023. However, Ms. Dykstra will no longer receive cash
compensation for her director service and will not be eligible for any director
equity grants to be awarded in July 2023.
Ms. Dykstra is currently a party to VMware's standard form of indemnification
agreement, the form of which is filed as Exhibit 10.3 to VMware's Form 10-Q
filed June 3, 2022.
On May 23, 2023, Zane Rowe resigned from his position as VMware's CFO and
Executive Vice President, effective June 9, 2023.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release of VMware, Inc. dated May 25, 202 3
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in
Exhibit 101)
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