Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On and effective as of August 30, 2021 (the "Effective Date") , the Board of
Directors of Nuverra Environmental Solutions, Inc. (the "Company") appointed
Charles K. Thompson to serve as the Chief Executive Officer of the Company. The
Company's previous Chief Executive Officer, Patrick L. Bond, has left the
Company to pursue other opportunities.
Mr. Thompson is Chairman of the Board of Directors of the Company and previously
served as Chief Executive Officer from March 2, 2018 through April 20, 2021. A
description of Mr. Thompson's business experience is contained in the definitive
Proxy Statement for the 2021 Annual Meeting of Stockholders filed by the Company
with the Securities and Exchange Commission (the "SEC") on May 17, 2021.
Mr. Thompson will receive an annual base salary of $300,000, commencing as of
the Effective Date. Any annual cash retainer or equity-based compensation that
Mr. Thompson would be entitled to receive for serving as a non-employee member
of the Board of Directors of the Company will be suspended commencing as of the
Effective Date. See the Current Report on Form 8-K dated April 21, 2021 and
filed by the Company with the SEC for a description of the Transition Agreement
dated April 21, 2021 between Mr. Thompson and the Company relating to his
previous service as Chief Executive Officer.
There are no (i) family relationships, as defined in Item 401 of Regulation S-K,
between Mr. Thompson and any of the Company's executive officers or directors,
or any person nominated to become a director or executive officer, (ii)
arrangements or understandings between Mr. Thompson and any other person
pursuant to which Mr. Thompson was appointed as Chief Executive Officer of the
Company, or (iii) transactions in which Mr. Thompson has an interest requiring
disclosure under Item 404(a) of Regulation S-K.
In connection with Mr. Bond's departure, and as contemplated by the Employment
Agreement dated as of April 21, 2021 (the "Bond Employment Agreement") between
Mr. Bond and the Company, the parties have entered into a Release Agreement that
contains, among other things, a mutual release of claims between the Company and
Mr. Bond, and pursuant to which Mr. Bond will receive the following payments and
other benefits: (i) a lump sum payment, to be paid within sixty (60) days
following the last day of employment, equal to eight (8) months of Mr. Bond's
base salary, plus twelve (12) months of COBRA premiums under the Company's group
health, dental and vision plans based on Mr. Bond's current coverage status; and
(ii) the issuance of 105,263 fully vested time-based restricted stock units as
specified in the offer letter issued to Mr. Bond at the commencement of his
employment. The Release Agreement also provides for the reaffirmation by Mr.
Bond of certain post-employment restrictive covenants for a period of eight (8)
months following his employment end date.
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