Mandiant’s top executives and directors could earn as much as a combined US$196.9 million in stock, options, and severance payments if the proposed acquisition by Google goes through.
The threat intelligence vendor detailed payouts for six of its current and former executive officers and seven non-employee members of its board of directors in a preliminary proxy statement filed Thursday with the U.S. Securities and Exchange Commission (SEC). Mandiant declined to comment to CRN on the filing.
Mandiant founder, board director and CEO Kevin Mandia (pictured above) could receive a payout of as much as US$98.6 million as a result of Google’s US$5.4 billion acquisition. More than US$13.5 million of Mandia’s payout is tied to “golden parachute” compensation that would be paid if Mandiant ends his employment without cause or if Mandia resigns from the company for “good reason” in the year following the deal close.
Mandiant has said that Kevin Mandia and his executive team will join Google Cloud, with Google maintaining the Mandiant brand going forward, according to an internal Q&A. The company has not directly answered questions regarding layoffs or if all Mandiant employees are joining Google, saying only, “We understand that this announcement raises a lot of questions for each of us personally.”
Meanwhile, President and Chief Operating Officer John Watters could receive a payout of up to US$24.5 million from the Google deal, while longtime Chief Financial Officer Frank Verdecanna could get a payout of up to US$22.9 million. Mandia founded Mandiant in 2004, Verdecanna joined the company in 2012 and moved into his current role in 2017, and Watters joined the company via acquisition in 2016.
Chief Revenue Officer Bill Robbins is eligible for a payout of up to US$19.2 million; EVP of Mandiant Solutions Peter Bailey is eligible for a payout of US$14.1 million; and former EVP of Corporate and Legal Affairs Alexa King could get up to US$4.4 million. Robbins joined Mandiant in 2016, Bailey joined in 2019, and King led the company’s corporate and legal affairs for nearly a decade until leaving on Nov. 1, 2021.
As for Mandiant’s board, Chairman and former Symantec President and CEO Enrique Salem is slated to earn US$6.7 million, Director and former VP of Equity Research Kimberly Alexy is slated to earn US$2.1 million, and Director and former ADC Telecommunications President and CEO Robert Swifz is slated to earn US$1.8 million.
Mandiant’s four remaining non-employee directors are slated to earn a combined US$2.5 million for the stock and RSUs in their possession: The directors are: Zendesk President of Products Adrian McDermott; former RSA CEO Art Coviello; PepsiCo CISO Sara Andrews; and former Momentum Business Applications President and CEO Ronald Codd. Blackstone Senior Managing Director Viral Patel won’t get any payout.
Google on March 8 announced plans to purchase publicly traded Mandiant for US$5.4 billion, and the deal is expected to close later this year. The deal with Mandiant comes two months after Google purchased Security Orchestration, Automation and Response (SOAR) vendor Siemplify for a reported US$500 million to help businesses more effectively hunt, detect, and respond to threats.
The Google-Mandiant deal came weeks after Bloomberg reported that Microsoft was examining an acquisition of Mandiant, which sent Mandiant’s stock up more than 20 percent. Mandiant in October 2021 sold its network, endpoint, and email security product business to Symphony Technology Group (STG) for US$1.2 billion.
The largest current owners of Mandiant are Blackstone Entities, The Vanguard Group, and FMR LLC, each of which own between a 9 percent and 10 percent stake. Meanwhile, Shapiro Capital Management, Allianz Global Investors, and BlackRock each own between a 5 percent and 7 percent stake in Mandiant. Kevin Mandia owns a 1.5 percent stake, while ClearSky owns a 0.8 percent stake.
Mandiant’s 2021 revenue jumped to US$483.5 million, up 21 percent from US$399.7 million the year prior. The company recorded net income of US$918.6 million, or US$3.81 per diluted share, up from a net loss of US$207.3 million, or US$0.95 per diluted share, due to the US$1.2 billion sale of the FireEye products business. Many of Mandiant’s competitive losses were due to customers not wanting to use FireEye products.