IMMERSION CORP appointed Eric Singer as new CEO

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


On December 29, 2022, the Board of Directors (the "Board") of Immersion Corporation, a Delaware corporation (the "Company" or "Immersion"), appointed Eric Singer as the Company's President, Chief Executive Officer and Chairman of the Board, effective January 3, 2023 (the "Effective Date"), transitioning from his current role as Executive Chairman. Francis Jose, who had been serving as the Company's Chief Executive Officer as well as its General Counsel, will continue to serve as the Company's General Counsel.


In connection with the appointment of Mr. Singer as the Company's President and Chief Executive Officer, Immersion entered into an offer letter with Mr. Singer dated December 30, 2022 (the "Offer Letter"). Pursuant to the terms of the Offer Letter, Mr. Singer will receive a starting annualized base salary of $795,000, retroactive to October 1, 2022. Additionally, Mr. Singer will receive a signing bonus of $100,000 to be paid on the first regular payroll date following the Effective Date, which he will be required to pay back on a pro rata basis if he voluntarily resigns or is terminated for Cause (as such term is defined in Mr. Singer's Restated Change of Control Agreement) on or before the first anniversary of the Effective Date. Mr. Singer will continue to be eligible to receive an annual cash bonus pursuant to the Company's executive bonus plan, which for 2023 will be targeted at 100% of his base salary, with the actual amount of the bonus based on the achievement of performance metrics established by the compensation committee of the Board. Mr. Singer will continue to be eligible to receive his existing 2022 bonus under the executive bonus plan based on his service as Executive Chairman. 


In addition, the Offer Letter provides that (i) Mr. Singer will be granted restricted stock units to acquire 400,000 shares of the Company's common stock under Company's equity plan and (ii) while he serves on the Board, he will remain eligible to receive a restricted stock award at each annual stockholder meeting with the same grant date value and subject to the same vesting and other terms as other directors. 


Mr. Singer also entered into an Amended and Restated Change of Control and Severance Agreement (the "Restated Change of Control Agreement"), which amends and restates the terms of the Change of Control and Severance Agreement previously entered into by Mr. Singer. Pursuant to the Restated Change of Control Agreement, Mr. Singer will be entitled, in the event that his employment is Involuntarily Terminated either before or following a Change of Control, to receive (i) a lump sum cash severance payment equal to 300% of his then effective base salary and target bonus (previously 200%); (ii) payments for COBRA premiums for up to 18 months, if an appropriate election is made, following his termination date (no change); and (iii) acceleration in full of any outstanding equity awards (no change). Additionally, the Restated Change of Control Agreement continues to provide that upon a Change of Control, Mr. Singer would be entitled to acceleration in full of any outstanding equity awards. Payment of the foregoing benefits continues to be conditioned upon execution of a general release of claims. All defined terms in this paragraph are as defined in the Restated Change of Control Agreement.


The foregoing description of the Offer Letter and Restated Change of Control Agreement is qualified in its entirety by reference to the full text of the Offer Letter and Restated Change of Control Agreement, which are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.


Mr. Singer, age 48, has served as a member of our Board of Directors since March 2020 and has served as our Executive Chairman since August 2020. Since July 2019, Mr. Singer has served as a director of A10 Networks (ATEN), an application controller and firewall cloud security company, and has served as its lead independent director since September 2021. Mr. Singer was the founder and Managing Member of VIEX Capital Advisors, a securities investment firm. In addition to a long track record as a successful investor in technology companies, Mr. Singer has substantial experience serving on public boards and in assisting them in creating and expanding shareholder value. Mr. Singer previously served on the boards of directors of Quantum Corporation, a video data storage and management company, Numerex Corp., a provider of managed machine-to-machine enterprise solutions enabling the Internet of Things, RhythmOne plc and YuMe, Inc., each a provider of brand video advertising software and audience data, Support.com, Inc., a provider of tech support and support center services, Meru Networks, Inc., a Wi-Fi network solutions company, PLX Technology, Inc., a PCI Express and ethernet semiconductor company, and Sigma Designs, Inc., an integrated circuit provider for the home entertainment market, among other companies. Mr. Singer holds a B.A. from Brandeis University.


There are no arrangements or understandings between Mr. Singer and any other persons pursuant to which he was selected to serve as President and Chief Executive Officer of Immersion. There are no family relationships between Mr. Singer and any previous or current officers or directors of Immersion, and there are no related party transactions reportable under Item 404(a) of Regulation S-K. 


Additionally, as of January 3, 2023, Elias Nader was appointed as the Lead Independent Director.


On December 29, 2022, the Compensation Committee (the "Committee") of the Board of the Company certified that all financial target thresholds for bonus payouts under the Company's cash incentive program for 2022 had been achieved, and approved bonus payout amounts to each of Eric Singer and Bill Martin at 150% of their base salary earned in 2022. These amounts equaled 150% of the potential bonus amount for each of Mr. Singer and Mr. Martin, with the additional 50% due to the extraordinary contributions of each individual during 2022.