Amplitude, Inc. (AMPL): director Vijaye Raji elected to the board

Events in this filing

Item 5.02 as filed

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 15, 2026, the Board of Directors (the “Board”) of Amplitude, Inc. (the “Company”) appointed Vijaye Raji to serve as a Class III director, to serve for an initial term expiring at the Company’s 2027 annual meeting of stockholders and until his successor has been elected and qualified or until his earlier resignation, disqualification, retirement or removal. Mr. Raji was appointed to a newly created directorship on the Board resulting from an increase in the size of the Board from eight to nine directors. In connection with his appointment as a Class III director, Mr. Raji was also appointed to serve as a member of the Cybersecurity Committee (the “Cybersecurity Committee”) of the Board.
As a non-employee director, Mr. Raji will be compensated for his service in accordance with the Company’s Non-Employee Director Compensation Program (the “Non-Employee Director Compensation Program”). Pursuant to the Non-Employee Director Compensation Program, Mr. Raji will receive annual cash compensation of $30,000 for his service as a member of the Board and $4,000 for his service as a member of the Cybersecurity Committee (each paid quarterly in arrears and prorated based on the portion of days actually served in the applicable quarter). Mr. Raji will also receive (i) an initial award of restricted stock units (“RSUs”) equaling $525,000 divided by the average per share closing trading price of the Company’s Class A common stock over the most recent 30 trading days as of the grant date, which will vest as to one-third of the shares on each anniversary of the grant date (the “Initial Award”) and (ii) an annual award of RSUs granted on the date of each annual meeting of the Company’s stockholders, starting with the first annual meeting for which the Initial Award will be fully vested within 12 months thereafter, equaling $175,000 by the average per share closing trading price of the Company’s Class A common stock over the most recent 30 trading days as of the grant date (the “Annual Award”). The Annual Award will vest in full on the earlier of the first anniversary of the grant date and immediately prior to the next annual meeting of the Company’s stockholders after the grant date, subject to his continued service on the Board through the vesting date. In addition, Mr. Raji may elect to receive his annual cash compensation in the form of RSUs and may elect to defer all or a portion of the RSUs he receives under the Non-Employee Director Compensation Program until the earliest of a fixed date properly elected by Mr. Raji, Mr. Raji’s termination of service, or a change in control (as defined in the Company’s 2021 Incentive Award Plan). In the event of a change in control, all equity awards held by Mr. Raji will accelerate in full.
Mr. Raji is expected to enter into the Company’s standard form of indemnification agreement in the form filed as Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-259168), filed with the Securities and Exchange Commission on August 30, 2021.