Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On October 22, 2019, the Company announced that the employment
of Joseph D. Ragan III, the Companys Executive Vice President and Chief Financial Officer, will terminate effective at the close of business on November 6, 2019. Robert Ryder has been appointed to serve as the Companys Interim Chief
Financial Officer effective November 7, 2019. At the same time, AnnMarie Geddes, the Companys Vice President and Controller, was appointed Interim Chief Accounting Officer, effective October 22, 2019. The Company is commencing a
search for a successor chief financial officer.
Mr. Ryder, age 59, currently serves as the President of Horsepower Advisors, LLC, a
consulting firm through which his services have been retained by the Company. Mr. Ryder consults with companies on financial algorithms, cost, and revenue structures as well as organizational designs. Immediately prior to that role, he
served as the chief financial officer for Constellation Brands, a global beverage and alcohol company, from 2007 to 2015. Mr. Ryder has also held chief financial officer positions with IMG and American Greetings Corporation, as well accounting
and finance positions of increasing responsibility at PepsiCo, Inc. Mr. Ryder started his career in public accounting at Price Waterhouse. He received a bachelors degree from the University of Scranton in Accounting and
Finance. Mr. Ryder is also a Certified Public Accountant.
Ms. Geddes, age 46, has served as the Companys Vice
President and Controller since October 2018. Prior to joining the Company, Ms. Geddes held various finance positions of increasing responsibility at Boart Longyear, a leading global provider of drilling services and equipment, from February
2007 to September 2018. Ms. Geddes started her career in public accounting at Deloitte. She received a bachelors degree and a masters of accountancy degree from Utah State University.
In connection with Mr. Ragans departure from the Company, if Mr. Ragan signs and does not rescind a separation agreement,
including a release in favor of the Company, and he complies with certain restrictive covenants, he is entitled to receive severance benefits in accordance with and subject to the conditions of the Companys Severance Plan for Designated
Officers (the Severance Plan). In addition, subject to the conditions of the Severance Plan and other conditions set forth in the separation agreement provided to Mr. Ragan, Mr. Ragan will also be entitled to receive (i) a
pro-rated payout of Mr. Ragans fiscal 2019 annual incentive award based on the Companys actual performance against the performance goals and one-half of
the amount tied to individual performance, (ii) continued vesting of a pro-rated portion of Mr. Ragans restricted stock units that were granted to him on October 29, 2018 and
(iii) reimbursement of the cost of real estate commission fees on the sale of his home and shipment of household goods if Mr. Ragan relocates to the metropolitan area where he resided prior to Austin, TX in the six-month period following the termination of his employment. The restrictive covenants applicable to Mr. Ragan include a one-year
non-competition and non-solicitation restriction.
Pursuant to the engagement letter with Horsepower, the Company will pay Horsepower a bi-weekly fee of
$115,000 as compensation for Mr. Ryders services, as well as reimbursement of Mr. Ryders reasonable and authorized travel expenses related to performance of the services. Mr. Ryder will report to the Chief Executive
Officer and the Board of Directors. Horsepower will cause Mr. Ryder to devote substantially all of his full-time efforts to performance of services to the Company. The engagement will continue in effect for six months unless terminated earlier
by either party upon 30 days written notice.
As Interim Chief Accounting Officer, Ms. Geddes will be entitled to participate
in the Severance Plan.
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