Bandwidth Inc. filed a current report on September 4, 2026, disclosing the appointment of Emily C. Harlan as General Counsel and Secretary effective September 1, 2026, along with the transition arrangements for departing General Counsel R. Brandon Asbill.

Key Highlights

  • New General Counsel: Emily C. Harlan was appointed General Counsel and Secretary of Bandwidth Inc. effective September 1, 2026.
  • Base salary: Ms. Harlan's initial annualized base salary is $360,000 under her Employment Agreement dated September 1, 2026.
  • Cash incentive target: Ms. Harlan's target incentive under the company's annual cash incentive program is 50% of her annual base salary, pro-rated for 2026.
  • RSU grant: Ms. Harlan will receive RSUs valued at $1,000,000 divided by the closing sales price of Class A common stock on the date of grant, vesting one-third on the first anniversary and the remainder in equal quarterly installments through the third anniversary.
  • Predecessor transition: R. Brandon Asbill transitioned to General Counsel Emeritus and Assistant Secretary on September 1, 2026, and will remain in a non-executive advisory capacity through his retirement on December 31, 2026.
  • Asbill RSU acceleration: Subject to Compensation Committee approval, Mr. Asbill is eligible for acceleration of unvested RSUs with a value equal to his 2026 target bonus under the 2026 MBO Plan, accelerated to December 31, 2026.

Leadership Transition Details at Bandwidth's Cloud Communications Business

Bandwidth Inc., a cloud communications software company incorporated in Delaware and headquartered at 2230 Bandmate Way, Raleigh, NC, disclosed the general counsel succession in a filing under Item 5.02 of Form 8-K. The company's Class A Common Stock trades on the NASDAQ Global Select Market under the symbol BAND. According to the filing, Mr. Asbill's departure "is a personal decision and is not the result of any dispute or disagreement with the Company or its Board of Directors on any matter relating to the Company's operations, policies or practices."

The Employment Agreement with Ms. Harlan runs initially through December 31, 2026, with automatic extensions for successive one-year periods unless either party provides timely notice of non-renewal. In the event of a Qualifying Termination, defined in the filing to include termination by the company other than for Cause or resignation by Ms. Harlan for Good Reason, she would receive severance equal to 100% of base salary, 100% of target cash incentive bonus, a 12-month healthcare stipend grossed up for taxes, and a life insurance stipend grossed up for taxes, all payable over 12 months. In addition, any time-based RSUs scheduled to vest within six months following termination would become fully vested. Upon a Qualifying Termination within 12 months following a change in control, all time-based RSU awards held by Ms. Harlan would become fully vested. Ms. Harlan is also subject to non-competition and non-solicitation restrictions for 12 months after termination.

Under his Letter Agreement dated August 31, 2026, Mr. Asbill will continue receiving his current base salary through December 31, 2026. The filing also notes that Mr. Asbill agreed to waive any claim of termination for Good Reason as defined in his existing employment agreement. A press release announcing the appointment was issued on September 4, 2026, and is attached as Exhibit 99.1 to the filing.

What Was Disclosed

Bandwidth Inc. reported the appointment of Emily C. Harlan as General Counsel and Secretary, the key compensation terms of her Employment Agreement, and the transition arrangement governing R. Brandon Asbill's move to a non-executive advisory role ahead of his December 31, 2026 retirement.