DOMO, INC. appointed John Mellor as new CEO

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

The information set forth under Items 1.01 and 5.07 of this Current Report on Form 8-K is incorporated herein by reference.

On February 28, 2022, the Company appointed John Mellor as the Company's Chief Executive Officer, effective March 1, 2022. Mr. Mellor succeeds Mr. James, who has served as the Company's Chairman and Chief Executive Officer since inception. Mr. James will step down from his duties as Chairman and Chief Executive Officer and resign as a member of the Board effective March 1, 2022. On March 1, 2022, Mr. Mellor was elected a director of the Company, effective March 1, 2022, filling the vacancy caused by Mr. James' resignation, with an initial term expiring at the 2022 Meeting. Carine Clark will become the Company's Chairman effective March 1, 2022.

Mr. Mellor, age 55, has previously served as the Company's Chief Strategy Officer since April 2019. Before joining the Company, Mr. Mellor served as Adobe Inc.'s Vice President, Strategy & Business Operations from January 2018 to April 2019 and as its Vice President, Strategy, Alliances & Marketing from October 2009 to January 2018. Mr. Mellor previously served as Omniture Inc.'s Executive Vice President, Strategy & Business Development for six years before Omniture was acquired by Adobe. Mr. Mellor holds an M.B.A. in marketing and finance and a B.S. in mechanical engineering from Brigham Young University. 

Mr. Mellor is continuing under the terms of his existing compensation arrangements with the Company. There are no family relationships between Mr. Mellor and any director or executive officer of the Company that require disclosure under Item 401(d) of Regulation S-K. Other than with respect to his employment with the Company, there are no transactions between Mr. Mellor or any member of his immediate family, on the one hand, and the Company or any of its subsidiaries, on the other hand, that require disclosure under Item 404(a) of Regulation S-K. Furthermore, there are no arrangements or understandings between Mr. Mellor and any other persons pursuant to which Mr. Mellor was selected as the Chief Executive Officer of the Company. 

On February 28, 2022, the Board also promoted Catherine Wong, the Company's Executive Vice President, Engineering, to Chief Operating Officer, effective March 1, 2022. Ms. Wong is continuing under the terms of her existing compensation arrangements 


with the Company. There are no family relationships between Ms. Wong and any director or executive officer of the Company that require disclosure under Item 401(d) of Regulation S-K. Other than with respect to her employment with the Company, there are no transactions between Ms. Wong or any member of her immediate family, on the one hand, and the Company or any of its subsidiaries, on the other hand, that require disclosure under Item 404(a) of Regulation S-K. Furthermore, there are no arrangements or understandings between Ms. Wong and any other persons pursuant to which Ms. Wong was selected as the Chief Operating Officer of the Company. For more information on Ms. Wong's experience and qualifications, see the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2021 (the "2021 Proxy Statement").

In addition, on March 1, 2022, the size of the Board was set at eight directors and John Pestana was elected as a director to fill the newly created directorship, effective March 1, 2022, with an initial term expiring at the 2022 Meeting. Mr. Pestana will participate in the Company's outside director compensation policy, as described in the 2021 Proxy Statement, and will enter into a standard indemnification agreement in the form previously approved by the Board. There are no family relationships between Mr. Pestana and any director or executive officer of the Company that require disclosure under Item 401(d) of Regulation S-K. Other than with respect to his employment with the Company, there are no transactions between Mr. Pestana or any member of his immediate family, on the one hand, and the Company or any of its subsidiaries, on the other hand, that require disclosure under Item 404(a) of Regulation S-K. Furthermore, other than as described in Item 1.01, there are no arrangements or understandings between Mr. Pestana and any other persons pursuant to which Mr. Pestana was selected as a director.

A copy of the press release announcing Mr. Mellor's appointment as the Company's Chief Executive Officer, Ms. Wong's appointment as the Company's Chief Operating Officer, Mr. Pestana's appointment to the Board and Ms. Clark's transition to Chairman of the Board is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.