Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Chief Financial Officer
As part of its ongoing focus
on efforts to drive greater finance and accounting rigor, the board of directors (the “Board”) of QualTek Services Inc. (the
“Company”) appointed Matthew J. McColgan, age 40, as Chief Financial Officer of the Company, effective December 10, 2022.
Mr. McColgan has served as the Company’s Senior Vice President of Finance and Treasurer since July 2022. Mr. McColgan began his
career at PricewaterhouseCoopers, LLP (“PwC”), where he spent more than fifteen years serving in different audit related positions
both in the United States and in Europe, and ultimately served as an Assurance Director where he was responsible for developing global
audit strategies, and leading teams in navigating through complex business issues, accounting, internal controls, and SEC financial reporting
matters. Immediately prior to joining the Company and after departing from PwC, from April 2021, Mr. McColgan was at Armstrong Flooring,
Inc. (OTC:AFIIQ), where he most recently served as its Vice President of Finance and Treasurer, where he led multiple finance groups,
and spearheaded several cost reduction and process improvement initiatives. Mr. McColgan received a Bachelor of Science degree in Accountancy
from Villanova University and is a Certified Public Accountant.
In connection with his
appointment, QualTek LLC, the Company’s indirect subsidiary and Mr. McColgan entered into an Employment Agreement (the
“Employment Agreement”) which provides that Mr. McColgan’s base salary will be $350,000 per year, and he will be
eligible for an annual performance cash bonus of up to $175,000, based on the achievement of the Company’s corporate
objectives and Mr. McColgan’s individual objectives, in each case, as established by the Board or the Compensation Committee.
In addition, Mr. McColgan will receive a promotion equity award in the form of 100,000 stock options that will vest in four equal
annual installments, subject to Mr. McColgan's continued service through each applicable vesting date.
Mr. McColgan is eligible to
participate in the benefit plans and programs generally available to the Company’s employees. Mr. McColgan will also be entitled
to reimbursement of all reasonable business expenses incurred or paid by him in the performance of his duties and responsibilities for
the Company, subject to receipt of evidence of such expenses reasonably satisfactory to the Company. If Mr. McColgan is terminated without
cause or if Mr. McColgan terminates his employment for good reason, the Company agrees to provide to Mr. McColgan as severance: (i) an
amount equal to one times his base salary, (ii) an amount equal to a pro-rata share of his annual performance cash bonus, based on number
of days Mr. McColgan worked in the year, if the required metrics are achieved and payable when all continuing executives receive their
annual performance cash bonus, and (iii) accelerated vesting for a pro-rata portion of his then vesting time-based equity awards that
would have vested absent his termination based on number of days Mr. McColgan worked since the last vesting date. If Mr. McColgan’s
employment is terminated under these circumstances during the twelve-month period that follows, or the six-month period that precedes,
a change in control (as defined in the Employment Agreement), subject to his execution of a release agreement in favor of the Company,
in addition to the severance described above, Mr. McColgan will earn an additional bonus equal to his earned performance bonus for the
Company’s most recently completed fiscal year.
The summary of the Employment
Agreement set forth above does not purport to be a complete statement of the terms of such document. The summary is qualified in its entirety
by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Mr. McColgan does not have
any family relationships with any of the Company’s other officers or directors and he has no direct or indirect material interest
in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Executive Departures
Adam Spittler, the Company’s
former Chief Financial Officer, separated with the Company, effective December 9, 2022. Additionally, as of December 9, 2022, as part
of its on-going evaluation of organizational structure to support business goals, the full-time executive position of Chief Administrative
Officer has been eliminated. As a result of this restructuring, former Chief Administrative Officer Elizabeth Downey, is no longer with
the Company.