Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of July 16, 2021, the Board of Directors (the "Board") of American
Virtual Cloud Technologies, Inc. (the "Company") appointed Darrell Mays as the
Company's Chief Executive Officer, replacing Xavier Williams. Mr. Williams
continues to serve as a director of the Company, and was elected as a Vice
Chairman of the Board, and is expected to serve in those capacities through
September 1, 2021.
Effective as of July 21, 2021, the Board appointed Kevin Keough as the Company's
President, and Michael Dennis, who had served as the Company's Chief Operating
Officer since December 1, 2020, departed the Company. Also on that date, the
Board elected Lawrence E. Mock, Jr., a member of the Board, as Chairman of the
Board, replacing Mr. Mays in that role, and appointed Dr. Robert Willis as an
additional director, and as a Vice Chairman - Capital Markets.
Mr. Mays, age 57, has served on the Board since July 2017 and previously served
as the Company's Chief Executive Officer from April 2016 until September 30,
2020. Mr. Mays has served as a Managing Partner of the SPAC Operations Group at
Navigation Capital Partners, Inc. ("Navigation") since September 2020. An
affiliate of Navigation is a significant stockholder of the Company. Mr. Mays
was the Founder and Chief Executive Officer of nsoro, a turnkey wireless
installation services provider, from 2003 to 2008, which was acquired by MasTec,
Inc. in August 2008, and continued to serve as an executive of MasTec following
that acquisition. Mr. Mays holds a Bachelor of Arts degree in Business from
Georgia State University.
Kevin Keough, age 61, has served as Managing Director, Operations, for
Navigation since March 2021. Prior to joining Navigation, from October 2020 to
March 2021, Mr. Keough was an independent management consultant, serving clients
on a range of consulting engagements. From October 2017 to September 2020, he
was the Managing Director and Head of Post-Acquisition for Investcorp's North
American Private Equity Group. Prior to joining Investcorp, from 2006 to
September 2017 he had been with Arcapita Investment Management and its
predecessor firm, Arcapita Inc., ultimately serving in the role of Managing
Director and Global Head of Portfolio Management. Before his move into private
equity, Mr. Keough spent seven years as a senior executive with FirstEnergy
Corporation, a public energy company headquartered in Akron, Ohio. During this
period, he held several corporate strategic planning and shared services roles,
and served as President of the Ohio Edison Company. He had been a Management
Consultant for ten years in the Cleveland Office of McKinsey & Company, Inc,
serving as a partner and leader in the Firm's North American Energy Practice.
Mr. Keough holds an MBA from Stanford Graduate School of Business and a BS in
Engineering Mechanics, with honors, from the United States Military Academy at
West Point.
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Dr. Robert Willis, age 52, has served as a Managing Partner of the SPAC
Operations Group at Navigation since April 2020 Dr. Willis previously served as
the Company's President from April 2016 until the completion of its initial
business combination with Computex in April 2021. Dr. Willis became the
President of nsoro in 2007 and served in that capacity until its acquisition by
MasTec in 2008 and, following its acquisition, served in an advisory role from
2010 through July 2016. From December 2013 until December 2015, Dr. Willis
served as Chairman of U.S. Shale Solutions, Inc., a shale services company which
he founded in 2013. Prior to nsoro, Dr. Willis served as Chief Executive Officer
of Foxcode Inc., a merchant-banking firm. In July 2004, Dr. Willis founded
Gaming VC, S.A., an online gaming enterprise which completed a GBP 81 million
initial public offering in London in 2004, and served as a member of its board
and as its Finance Director until 2007. Prior to that, Dr. Willis was the
founder and Chief Executive Officer of Alpine Computer Systems, Inc., a systems
integration engineering company established in the 1980s that grew rapidly and
was acquired by Delphi Group plc. in 1996, at which time he became Senior Vice
President and Chief Information Officer of the parent company. Dr. Willis was
awarded a Doctorate in Humane Letters (Hon.) from Newbury College in Boston, MA,
in May 2001.
On July 16, 2021, the Company and Mr. Williams entered into a separation
agreement and release (the "Separation Agreement"), setting forth the terms of
Mr. Williams' departure from the Company, effective as of the eight day
following such date (the "Effective Date"). Pursuant to the terms of the
Separation Agreement, Mr. Williams will be entitled to receive, among other
things, (i) a severance payment in an amount equal to his current base salary of
$600,000, payable in two equal installments on or before July 31, 2021 and
November 30, 2021, (ii) an amount equal to $448,767.12, which represents a pro
rata portion of Mr. Williams' annual bonus for 2021, payable on or before
November 30, 2021, and (iii) the cost of Mr. Williams' and his dependents'
coverage under COBRA for a 12-month period. The Separation Agreement also
provides that 125,000 of Mr. Williams' unvested restricted stock units will vest
immediately on the Effective Date, and terminates the non-compete covenant (but
not the non-solicitation of employee covenant) contained in the employment
agreement between the Company and Mr. Williams.
The foregoing description of the Separation Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Separation 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 8.01 Other Events.
On July 22, 2021, the Company issued a press release regarding, among other
things, the management changes described above. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit
10.1 Separation Agreement and Release between the Company and Xavier
Williams.
99.1 Press Release dated July 22, 2021.
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