Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Patrick T. Enright, Jr. has resigned from his position as President and Chief
Executive Officer, effective December 31, 2021.
Mr. Enright's service on the Company's Board of Directors also ended on December
31, 2021.
The Board of Directors has appointed David A. O'Neil and Katrina L. Sparano as
the Company's new President and Chief Executive Officer, and Treasurer and Chief
Financial Officer, respectively, effective January 1, 2022.
Mr. O'Neil, age 56, has been employed by the Company since January 4, 2000 as
its Treasurer and Chief Financial Officer. He was also elected as Executive Vice
President effective December 2, 2016. During the period June 2, 2014 until
January 31, 2015, he served as the Company's Interim President and Chief
Executive Officer. He has served as a member of the Board of Directors since
2018.
Mr. O'Neil is licensed as a Certified Public Accountant in the State of New York
and prior to joining the Company in 2000, he was a Senior Manager at the
accounting firm KPMG LLP.
Incidental to his appointment, the Company entered an Employment Agreement with
Mr. O'Neil for a term of two years. Mr. O'Neil is entitled to a base salary of
$275,000, subject to annual review (but with no decrease) by the Board.
In addition, Mr. O'Neil is entitled to an annual performance-based cash bonus
comprised of three components, with the maximum aggregate amount payable not to
exceed his annual base salary. The first component is purely discretionary based
upon an annual performance assessment and may not exceed 50% of the base salary.
The second component is based on the increase in combined sales plus backlog
over the average of the prior three fiscal years, times 0.5% (one half of one
percent), and may not exceed 50% of base salary. The third component is based on
the increase in operating earnings over the average of the prior fiscal years,
times 5% (five percent), and may not exceed 50% of base salary.
If Mr. O'Neil's employment is terminated without cause, he is entitled to
severance pay equal to nine months of his base salary.
Ms. Sparano, age 51, has been employed by the Company since November 12, 2004 as
its Assistant Treasurer and Principal Accounting Officer. During the period June
2, 2014 until January 31, 2015, she served as Interim Principal Financial
Officer.
Ms. Sparano is licensed as a Certified Public Accountant in the State of New
York and prior to joining the Company in 2004 she was the Assistant Controller
for Cambridge Heart, Inc.
Incidental to her appointment, the Company entered an Employment Agreement with
Ms. Sparano for a term of one year which automatically renews for additional one
year periods unless either party gives notice of intention not to renew at least
60 days prior to the end of the current term. Ms. Sparano is entitled to a base
salary of $176,000, subject to annual review (but with no decrease) by the
Board.
In addition, Ms. Sparano is eligible to receive an annual cash bonus at the
discretion of the Board.
If Ms. Sparano's employment is terminated without cause, she is entitled to
severance pay equal to nine months of his base salary.
2
Item 9.01 Financial Statements and Exhibits
Exhibit 10.13 Employment Agreement with David O'Neil dated as of January 1,
2022.
Exhibit 10.20 Employment Agreement with Katrina L. Sparano dated as of January
1, 2022.
Exhibit 99.1 Press Release dated December 31, 2021.
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