ITEM 5.02. Departure of Directors or Certain Officers' Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Appointment of Interim COO and President
On June 11, 2020, Wayne Barr, Jr. provided the Board of Directors (the "Board")
of CCUR Holdings, Inc. (the "Company") with notice that he will take an
indefinite leave of absence (the "Leave Period") from his position as Chief
Executive Officer ("CEO") and President of the Company while he serves as
interim CEO of HC2 Holdings, Inc. during its search for a permanent CEO. During
the Leave Period, Mr. Barr will not receive any employee compensation from the
Company. Mr. Barr will continue to serve as a director of the Company but will
not receive any compensation for his service as a director during the Leave
Period. The unvested restricted stock and options granted to Mr. Barr during his
term as CEO and President of the Company will continue to vest during the Leave
Period so long as Mr. Barr continues his service as a board director.
The Board approved the selection of Igor Volshteyn, age 43, to serve as interim
Chief Operating Officer ("COO") and President of the Company during the Leave
Period. Since January 1, 2019, Mr. Volshteyn has served as Senior Vice President
of Business Development of the Company. Mr. Volshteyn began his career as a
research analyst and investment banker and has over 18 years of experience in
the investment management industry. He served as the Managing Partner and Chief
Investment Officer at Echelon Investment Partners LP from May 2016 to December
2018 and as an Analyst and Portfolio Manager at Millennium Management from July
2007 to March 2016. From August 2019 to February 2020, Mr. Volshteyn served on
the board of directors for Goodman Networks, Inc. He graduated with a Bachelor
of Business Administration in Finance, with highest honors, from the University
of Texas at Austin.
Mr. Volshteyn has no family relationships with any director or executive officer
of the Company, there are no arrangements or understandings between Mr.
Volshteyn and any other persons pursuant to which he was selected as COO and
President of the Company, and there have been no transactions involving the
Company and Mr. Volshteyn that the Company would be required to disclose
pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment as COO and President, on June 11, 2020 the
Company entered into a First Amendment with Mr. Volshteyn that amends that
certain Employment Agreement dated January 1, 2019 between the Company and Mr.
Volshteyn. Copies of the First Amendment and Employment Agreement are filed
hereto as Exhibit Nos. 10.1 and 10.2 and are incorporated herein by reference
(collectively, the "Amended Employment Agreement"). Pursuant to the Amended
Employment Agreement, Mr. Volshteyn will serve as interim COO and President
during the Leave Period and is entitled to receive the following compensation
and benefits:
(i) a base salary at an annualized rate of $183,000 per year based on the
Compensation Committee's most recent review of his salary, which amount will
be reviewed annually by the Compensation Committee;
(ii) participation in any bonus program established for senior executives of the
Company and any discretionary bonus awarded by the Compensation Committee.
During calendar year 2019, Mr. Volshteyn participated in the Company's "NAV
Program," which, refers to the Company's 2019 Bonus Plan, a copy of which
was attached as Exhibit 10.2 to the Form 8-K filed with the Securities and
Exchange Commission by the Company on January 7, 2019. As detailed below,
the Compensation Committee has suspended the NAV Program for calendar year
2020 pending further consideration;
(iii) all restricted stock previously granted to Mr. Volshteyn will continue to
vest during the term of the Agreement and Mr. Volshteyn will remain
eligible for other equity awards as determined by the Compensation
Committee; and
(iv) all other employee benefit programs made available to other employees.
In the event that Mr. Volshteyn voluntarily resigns, is terminated for Due Cause
(as defined in the Amended Employment Agreement) or is provided with timely
notice that the Company will not renew the agreement, compensation under the
Amended Employment Agreement will end and Mr. Volshteyn will be entitled only to
payment of compensation accrued and due through the date of termination. If the
Amended Employment Agreement is terminated (i) directly by the Company without
Due Cause (as defined therein) or (ii) constructively by the Company without Due
Cause (as defined therein), Mr. Volshteyn will receive the following severance
compensation (the "Severance Compensation"):
(i) his salary at the time of termination during a six months' (6) severance
period from the date of termination or constructive termination; and
(ii) COBRA continuation coverage during the severance period under the Company's
health plan for Mr. Volshteyn and his eligible dependents that were covered
under the health plan at the time of his termination at the same premium
charged to active employees during such period.
Payment of the Severance Compensation is contingent upon Mr. Volshteyn
executing, and not revoking, a customary release of claims. If Mr. Volshteyn is
terminated for any reason, he is prohibited from competing with the Company,
soliciting its customers or trying to hire its employees for the period in which
he receives Severance Compensation, if any, plus one year.
The foregoing description of the Amended Employment Agreement is qualified in
its entirety by reference to the full text of the First Amendment and Employment
Agreement, attached hereto as Exhibit Nos. 10.1 and 10.2 and incorporated herein
by reference in its entirety.
Appointment of Principal Executive Officer
On June 11, 2020, the Board approved the appointment of Warren Sutherland, Chief
Financial Officer ("CFO") of the Company, to serve as the Company's Principal
Executive Officer ("PEO") during the Leave Period. Mr. Sutherland will also
continue to serve as the Principal Accounting Officer and Principal Financial
Officer of the Company during his term as CFO.
Mr. Sutherland, age 49, was appointed as Chief Financial Officer of the Company
in May 2017. Prior to that, Mr. Sutherland had served as the Company's Vice
President of Sales Operations, Information Technology and Financial Planning &
Analysis since 2016. Mr. Sutherland has more than 17 years of financial and
operational leadership experience with public and private companies in the
high-tech and fin-tech industries. Mr. Sutherland held various financial
management positions at the Company from 2000 to 2015, including as its
Corporate Controller, and then joined Cardlytics, Inc., a fin-tech company, as
Vice President of Financial Planning & Analysis for one year before returning to
the Company in mid-2016. Mr. Sutherland began his accounting career as an
auditor with Arthur Andersen. He is a certified public accountant and holds a
Bachelor of Business Administration in Finance and Master of Accountancy, both
from the University of Georgia.
Mr. Sutherland has no family relationships with any director or executive
officer of the Company, there are no arrangements or understandings between Mr.
Sutherland and any other persons pursuant to which he was selected as the PEO,
and there have been no transactions involving the Company and Mr. Sutherland
that the Company would be required to disclose pursuant to Item 404(a) of
Regulation S-K.
Suspension of Annual Bonus Plan
On June 11, 2020, the Compensation Committee suspended the NAV Program for
calendar year 2020 pending further consideration of the Company's annual bonus
program. The "NAV Program" refers to the Company's 2019 Bonus Plan for senior
executives, a copy of which was attached as Exhibit 10.2 to the Form 8-K filed
with the Securities and Exchange Commission by the Company on January 7, 2019.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 First Amendment to Employment Agreement between CCUR Holdings,
Inc. and Igor Volshteyn dated June 11, 2020.
10.2 Employment Agreement between CCUR Holdings, Inc. and Igor
Volshteyn dated January 1, 2019.
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