Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b)
On January 23, 2023, SeaChange International, Inc. (the "Company" or
"SeaChange") terminated Kathleen Mosher from the position of Senior Vice
President, Chief Financial Officer, and Treasurer of SeaChange, effective
immediately (the "Termination").
(c)
Following the Termination, on January 23, 2023, the Board of Directors (the
"Board") of SeaChange appointed Mark Szynkowski as Senior Vice President, Chief
Financial Officer and Treasurer of the Company, effective January 23, 2023.
Mr. Szynkowski, 55, brings with him over 20 years of finance and accounting
experience, an extensive background in mergers and acquisitions, budgeting and
forecasting, and a broad knowledge of the software technology industry.
Previously, from December 2017 to December 2022, he served as Senior Vice
President of Finance and Principal Accounting Officer for Symbolic Logic, Inc.
(f/k/a Evolving Systems, Inc.). Prior to that role, he served as Chief Financial
Officer of 6D Global Technologies, Inc., a digital marketing technology company.
In these positions, he was responsible for overseeing financial operations,
including Securities and Exchange Commission (the "SEC") filings and
Sarbanes-Oxley Act of 2002 compliance and reporting. Earlier in his career,
Mr. Szynkowski served in a variety of financial positions with EPIQ Systems,
Inc. ("EPIQ"), a global technology, Software as a Service and professional
services provider to the legal industry. Over nearly 10 years at EPIQ,
Mr. Szynkowski held senior positions, including Vice President of Finance,
Electronic Discovery Segment; Corporate Controller; and Subsidiary Controller.
Prior to working at EPIQ, he served as Controller for Tradeware Global LLC, Vice
President of Finance and Operations for Integro Staffing Services and was a
Senior Auditor with Ernst & Young. Mr. Szynkowski has a B.A. in Accounting from
Alfred University.
The selection of Mr. Szynkowski to serve as the Company's Chief Financial
Officer was not pursuant to any arrangement or understanding with respect to any
other person. In addition, there are no family relationships between
Mr. Szynkowski and any director, executive officer, or person nominated to
become a director or executive officer of the Company, and there are no related
person transactions between the Company and Mr. Szynkowski required to be
disclosed pursuant to Item 404(a) of Regulation S-K under the Securities
Exchange Act of 1934, as amended.
In connection with the appointment of Mr. Szynkowski as Senior Vice President,
Chief Financial Officer and Treasurer of the Company, the Compensation Committee
of the Board and the Board agreed to pay Mr. Szynkowski an annual base salary of
$205,000 per year. Mr. Szynkowski will also be eligible to receive a
discretionary cash bonus for the remainder of fiscal 2023 at the Board's sole
discretion. Beginning in fiscal 2024, Mr. Szynkowski will be eligible to receive
a cash bonus of up to 30 percent of his base salary if the Company attains its
fiscal 2024 financial goals.
Pursuant to Mr. Szynkowski's offer letter, in the event of termination of
Mr. Szynkoski's employment without cause after six months of employment, subject
to Mr. Szynkowski executing a general release and satisfaction agreement that
includes a one year noncompete, Mr. Szynkowski will be entitled to a one-time
payment of six months' base salary, payable over 12 semi-monthly
payments. Attached as Exhibit 10.1, and incorporated herein by reference, is a
copy of Mr. Szynkowski's offer letter.
Mr. Szynkowski has executed an Indemnification Agreement with the Company.
Attached as Exhibit 10.2, and incorporated herein by reference, is a copy of the
form of Indemnification Agreement. Mr. Szynkowski will be offered a Change in
Control Severance Agreement (the "Szynkowski CIC Agreement") with the Company.
The Szynkowski CIC Agreement will provide for enhanced severance benefits if
there should be a change in control of the Company and a reduction in duties or
termination of Mr. Szynkowski's employment with the Company within two years of
the change in control of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description.
10.1 Offer Letter, dated January 23, 2023, by and between SeaChange
International, Inc. and Mark Szynkowski.
10.2 Form of Indemnification Agreement (filed as Exhibit 10.15 to
the Company's Annual Report on Form 10-K previously filed on
April 10, 2013 with the SEC and incorporated herein by
reference).
104 Cover Page Interactive Data File, formatting Inline Extensible
Business Reporting Language (iXBRL).
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