|
|
|
|
Item 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
Effective March 20, 2020, NexTier Oilfield Solutions Inc. (the “Company”) appointed Phung Ngo-Burns as Chief Accounting Officer of the Company. Due to current market conditions, in addition to the role of Chief Accounting Officer, Ms. Ngo-Burns will take an expanded role and will be responsible for treasury, tax, finance and business system integration, as well as oversight on the company’s financial transactional services activities. Ms. Ngo-Burns replaces Michael Galvan, who departed the Company from his role as Chief Accounting Officer of the Company effective as of March 20, 2020, to pursue other opportunities.
Ms. Ngo-Burns, age 54, served as Vice President - Integration at the Company since October 2019, and previously served the Company as Chief Accounting Officer since 2017. Prior to joining the Company, Ms. Ngo-Burns served as Senior Director with Alvarez and Marsal since 2012. From 2002 to 2012, Ms. Ngo-Burns served as Chief Financial Officer of Ability Holdings, Inc. and held several executive roles in the finance department of ExpressJet Holdings, Inc., including as Executive Vice President and Chief Financial Officer. Ms. Ngo-Burns brings nearly 30 years of accounting experience to the Company and holds an M.B.A. from the University of Houston and a B.S. in Business and Accounting from Oklahoma State University.
In connection with Ms. Ngo-Burns appointment as the Company’s Chief Accounting Officer, the Compensation Committee of the Board approved an amendment to Ms. Ngo-Burns’ existing employment agreement to provide for the title change and an increase in Ms. Ngo-Burns base salary to $300,000 per year. Ms. Ngo-Burns was already eligible under her employment agreement to receive a target short term incentive award equal to 60% of Ms. Ngo-Burns’ base salary and a target long-term incentive award programs generally offered by the Company to employees in roles with similar levels of responsibility.
The foregoing summary of the amendments to Ms. Ngo-Burns’ employment agreement is qualified in its entirety by the provisions of her amended and restated employment agreement, which is incorporated by reference to Exhibit 10.1 to this Form 8-K.
In addition to the compensation that Ms. Ngo-Burns will receive as Chief Accounting Officer, Ms. Ngo-Burns has entered into the Company's standard form of indemnification agreement. A form of the indemnification agreement was previously filed by the Company as Exhibit 10.6 to the Company's Registration Statement on Form S-1, as originally filed with the Securities and Exchange Commission on December 14, 2016, as subsequently amended.
There are no arrangements or understandings between Ms. Ngo-Burns and any other persons pursuant to which she was appointed as the Chief Accounting Officer of the Company, and Ms. Ngo-Burns has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Ngo-Burns does not have a familial relationship with any member of the board of directors or any executive officer of the Company.
In connection with the termination of his employment agreement, Mr. Galvan, is entitled to receive the termination payments and equity vesting described in his employment agreement for termination without cause during a “protected period”, which, with respect to certain provisions, will require his entry into a release agreement during the time period specified in his employment agreement. Mr. Galvan's separation from the Company is not the result of any issue, concern or disagreement with the Company's accounting, financial reporting or internal control over financial reporting.