CANTALOUPE, INC. appointed Mr. Venkatesan as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Management Transitions


On September 8, 2022, Sean Feeney, the Company's Chief Executive Officer, announced his retirement and resigned from his role at the Company and its subsidiaries, effective September 30, 2022. Mr. Feeney has agreed to support transition activities through September 30, 2022 (the "Separation Date") and has entered into a Separation and Transition Agreement with the Company (the "Separation and Transition Agreement"). Pursuant to the Separation and Transition Agreement and in consideration for his transition services, the Company will pay Mr. Feeney's COBRA premiums for a period beginning October 1, 2022 to June 30, 2023. The Separation and Transition Agreement also contains confirmation of the restrictive covenants in his existing employment agreement. 


In connection with Mr. Feeney's retirement, Ravi Venkatesan (age 46), the Company's Chief Operating Officer, was appointed Chief Executive Officer, effective October 1, 2022. Mr. Venkatesan has served as the Company's Chief Operating Officer since February 2022 and its Chief Technology Officer since December 2020. Prior to joining the Company, Mr. Venkatesan was Head of Innovation at Bakkt. He held the dual roles of Chief Technology Officer and Chief Product Officer at Bridge2 Solutions, preceding its sale to ICE, the parent company of Bakkt. Prior to his position at Bakkt he was the Vice President of Information Technology Strategy and Delivery at Cbeyond. Earlier in his career he served as a consulting leader with Accenture. Mr. Venkatesan graduated from Bangalore University with a degree in Electronics and holds an MBA in Finance and Information Management from the Management Development Institute.


As noted below, in connection with his promotion to Chief Executive Officer, Mr. Venkatesan will also be promoted to the Board of Directors, effective October 1, 2022, with an initial term expiring at the Company's 2023 Annual Meeting of Shareholders. 


In connection with this appointment as Chief Executive Officer, the Company entered into a letter agreement, amending in part his February 4, 2022 employment agreement (the "Venkatesan Employment Agreement"), to be effective as of September 30, 2022 (the "Promotion Letter"). Pursuant to the Promotion Letter, Mr. Venkatesan will serve as the Company's Chief Executive Officer and will be appointed to the Board of Directors. He will receive an initial annual base salary of $450,000 and be eligible to earn an annual incentive bonus with a target opportunity equal to 100% of Mr. Venkatesan' base salary pursuant to the terms of the Company's annual incentive plan. He is being granted the option to purchase 800,000 options pursuant to the Company's 2018 Equity Incentive Plan, to be vested equally on the first four anniversaries of October 1, 2022, which are subject to the terms of the award agreement and contingent on the approval and issuance of additional shares under the Company's 2018 Equity Incentive Plan. In addition, beginning with the fiscal year ending June 30, 2023 he is eligible to receive an annual equity grant with a target of 100% of his Base Salary. 


There are no family relationships between Mr. Venkatesan and any director or executive officer. Additionally, there have been no transactions involving Mr. Venkatesan that would require disclosure under Item 404(a) of Regulation S-K. 


The foregoing descriptions of the Separation and Transition Agreement and the Promotion Letter are not complete and are qualified in their entirety by the copies of such agreements, which are attached hereto as Exhibits 10.4, 10.5 and 10.6, respectively.