Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 15, 2022, the Company filed the Original Form 8-K to disclose
transition plans for its Chief Financial Officer ("CFO") position. The Company
announced that Robert C. Crisci, who has served as CFO since 2017, will
transition from the CFO role on February 1, 2023, and that Jason P. Conley, the
Company's current Vice President and Chief Accounting Officer, will become the
Company's new CFO on February 1, 2023.
This Current Report on Form 8-K/A hereby further amends the Original Form 8-K to
disclose that, on January 10, 2023, the Compensation Committee of the Board of
Directors of the Company approved an increase in Mr. Conley's annual base salary
to $675,000, to reflect his new position and expanded responsibilities as CFO.
Mr. Conley's annual cash incentive opportunity as a percentage of his base
salary is 125%.
In addition, on January 12, 2023, the Board of Directors appointed Brandon L.
Cross Vice President and Corporate Controller (principal accounting officer)
effective February 1, 2023. Mr. Cross, age 37, joined the Company in 2017 and
previously served as the Company's Vice President, Audit Services, since
November 2021. From 2017 to 2021 he served in various corporate accounting roles
of increasing responsibility at the Company. Prior to joining the Company, Mr.
Cross served in Internal Audit and financial reporting positions at SPX
Corporation from 2014 to 2017, and at PricewaterhouseCoopers LLP, from 2008 to
2014, where he served in the external audit practice and was a senior auditor
from 2011 to 2014.
In connection with his appointment, the Compensation Committee approved an
annual base salary of $300,000 and an annual cash incentive opportunity as a
percentage of his base salary of 70%. Mr. Cross will continue to be eligible to
participate in the Company's equity compensation program.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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