Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On July 29, 2020, Flotek Industries, Inc. (the "Company") entered into an
employment agreement (the "Employment Agreement") with Michael E. Borton,
pursuant to which he will serve as Chief Financial Officer, principal financial
officer and principal accounting officer. Mr. Borton, age 60, has most recently
served as the Chief Financial Officer at Dynasty Sports and Entertainment, a
data and analytics company serving the sports and entertainment sector, from
April 2019 to July 2020. Prior to his time at Dynasty Sports, Mr. Borton was the
Chief Financial Officer of Wombat Security Technologies, an international SaaS
provider of computer-based security awareness, from February 2015 to August
2018, including through its acquisition by Proofpoint, Inc. in 2018. From 2009
through 2014, Mr. Borton was the Chief Financial Officer of Harmony Information
Systems, Inc., a SaaS organization serving health and human services
organizations. Mr. Borton has served in various financial and operational
leadership roles at Consul risk Management BV (acquired by IBM), iSKY
Corporation and Invensys. Prior to these roles, Mr. Borton spent more than a
decade in financial leadership roles for oil and gas services companies,
including Schlumberger and Halliburton, where he served as Group Controller for
Landmark Graphics. Mr. Borton received a Master of Business Administration in
Finance from Indiana University in Bloomington, Indiana, and a Bachelor of
Science from Valparaiso University. Mr. Borton is a certified management
accountant, earning a Certificate of Distinguished Performance from the
Institute of Management Accounting.
Pursuant to the Employment Agreement, Mr. Borton will receive an annual base
salary of $340,000. Mr. Borton will also be eligible to earn an annual bonus
with a target amount equal to his annual base salary multiplied by 80%, based on
achievement of performance goals established by the compensation committee of
the Board. In addition, Mr. Borton will receive grants of restricted stock of
the Company and options to purchase shares of the Company's common stock in
connection with the Employment Agreement. Mr. Borton will receive 240,000
restricted stock awards that will vest over three years. Mr. Borton will also
receive performance-based options representing 360,000 shares of the Company's
common stock that vest 50% based on performance of the company relative to its
peers, and 50% based on the closing price of the Company's common stock, with
full vesting at $7.00 per share for a 20 consecutive trading-day period. The
exercise price of the options will be the closing price of the Company's stock
on the date of grant. Mr. Borton will be eligible to participate in the
Company's long-term incentive plans after January 1, 2021. In the event that Mr.
Borton's employment is terminated by the Company without cause, or by Mr. Borton
for good reason, Mr. Borton will receive severance equal to twelve months base
salary, paid out in installments, and an amount equal to the target annual
bonus, with the amount determined on actual performance over the entire
performance period and paid at the Company's normally scheduled time. Mr. Borton
will also receive reimbursement for COBRA premiums for up to eighteen months.
The summary of the Employment Agreement is qualified in its entirety by
reference to the Employment Agreement, a copy of which is filed as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On July 30, 2020, the Company issued a press release announcing Mr. Borton's
hiring by the Company. The press release is furnished herewith as Exhibit 99.1
and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number Description
10.1 Employment Agreement dated July 29, 2020 between Flotek
Industries, Inc. and Michael Borton.
99.1 Press Release of Flotek Industries, Inc. dated July 30, 2020.
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FLOTEK INDUSTRIES, INC. 
