Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 30, 2012, Nada Stirratt accepted an offer from Acxiom Corporation (the “Company”) to join the Company as its Chief Revenue Officer and Executive Vice President. Ms. Stirratt, age 46, is former chief revenue officer for MySpace and former executive vice president of digital advertising at MTV Networks. Prior to that, she was senior vice president and general manager of advertising sales at Advertising.com and held senior positions with AOL, Moviefone, Hearst Publications and Conde Nast.
Ms. Stirratt’s annual base salary will be $500,000, with an annual bonus opportunity of up to $1,000,000, based upon the attainment of Company financial objectives and subject to approval by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”). For the fiscal year beginning April 1, 2012, Ms. Stirratt will also be eligible for an overachievement bonus of $100,000 for each 1% of qualifying revenue attained above annual targets to be established by the Compensation Committee.
As an inducement to join the Company, Ms. Stirratt will receive 200,000 stock options and 120,000 performance share units. The stock options will vest over four years, with 25% becoming vested on each of the first four anniversaries of the grant date. The exercise price of the stock options will be the fair market value of the stock on the date of grant. The performance share units will vest on July 26, 2014, contingent upon the Company’s attainment of certain share price targets as established by the Compensation Committee. Both the stock options and the performance share units will be granted on the second business day following Mr. Stirratt’s first day of employment, currently expected to be February 13, 2012.
In addition, Ms. Stirratt will receive a cash signing bonus of $100,000 less applicable taxes and withholdings, and 10,000 restricted stock units. The restricted stock units will vest over four years, with 25% becoming vested on each of the first four anniversaries of the grant date.