Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
November 6, 2018 the Company’s Board of Directors appointed
Bradley Stanczak to serve as the Company’s Chief Financial
Officer commencing on December 10, 2018
to hold office until the earlier
election and qualification of his respective successor or until his
earlier resignation or removal
. As the Company’s Chief
Financial Officer, Mr. Stanczak will be responsible for overseeing
the Company’s financial reporting and all other finance
functions of the Company and all of the Company’s
subsidiaries.
Edward
Lawton, the Company’s current Chief Financial Officer, will
step down from his role as Chief Financial Officer upon the
commencement of Mr. Stanczak’s appointment. Mr. Lawton is
expected to remain with the Company for a limited time in a
non-executive role to assist Mr. Stanczak with his transition into
the Chief Financial Officer position.
There
are no arrangements or understandings between Mr. Stanczak and any
other persons pursuant to which he was appointed the
Company’s Chief Financial Officer. There is no family
relationship between Mr. Stanczak and any director, executive
officer, or person nominated or chosen by the Company to become a
director or executive officer of the Company. The Company has not
entered into any transactions with Mr. Stanczak that would require
disclosure pursuant to Item 404(a) of Regulation S-K under the
Exchange Act.
Mr.
Stanczak, age 46, has over 14 years of financial and accounting
experience. Since 2015 to the present, Mr. Stanczak has been
employed by Resonate Networks, Inc., a big data, consumer
intelligence software platform. He served as Director,
Financial Planning and Analysis
(2015-2016), Senior Director, Finance and Accounting (2016-2018)
and VP, Finance and Accounting (2018). From 2014 to 2015, Mr.
Stanczak was Senior Manager, Financial Planning & Analysis
– North America Consumer for Rosetta Stone, Ltd. From 2011 to
2014, Mr. Stanczak was Senior Manager, North America Financial
Planning & Analysis for Office Depot. Mr. Stanczak obtained a
B.S. degree from the University of Colorado, Boulder – Leeds
School of Business in 1994 and a Master of Business Administration
degree from Cornell University – Johnson Graduate School of
Management in 2006.
Mr.
Stanczak will enter into a written employee agreement with the
Company whereby Mr. Stanczak will receive as compensation, among
other things, a base salary of $185,000 per year, along with an
annual performance-based bonus compensation opportunity of $70,000.
Additionally, Mr. Stanczak will be granted an option to purchase up
to 100,000 shares of the Company’s common stock pursuant to
the Company’s
2010 Restated
Employee Stock Plan
. The options shall vest over a four year
period, with 25% vesting after one year and monthly vesting
thereafter. A copy of Mr. Stanczak’s employee agreement is
attached as
Exhibit
10.1
to this Form 8-K.