Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b), (c), (e) Resignation and Appointment of Chief Financial Officer and
Treasurer
On October 18, 2022, Charah Solutions, Inc. (the "Company") announced that the
Board of Directors (the "Board") of the Company appointed Jonathan Batarseh, age
47, as Chief Financial Officer and Treasurer of the Company, effective October
17, 2022 (the "Start Date"). Effective as of the Start Date, Mr. Batarseh will
serve as the Principal Financial Officer and Principal Accounting Officer of the
Company. The appointment is in conjunction with the announcement that Roger
Shannon has resigned as the Company's Chief Financial Officer and Treasurer,
effective October 17, 2022. Mr. Shannon's resignation was not the result of any
disagreement with the Company on any matter relating to the Company's
financials, operations, policies, or practices.
On October 17, 2022, the Company and its subsidiary, Charah, LLC, entered into
an employment agreement with Mr. Batarseh to be effective on the Start Date (the
"CFO Employment Agreement"). The CFO Employment Agreement will remain in effect
until the agreement is terminated pursuant to its provisions.
Pursuant to the CFO Employment Agreement, Mr. Batarseh will receive an
annualized base salary of $440,000, and is eligible to receive (i) an annual
bonus of up to 75% of his base salary, with a guaranteed bonus of $415,000 for
the 2022 calendar year and (ii) annual awards under the Company's 2018 Omnibus
Incentive Plan.
The CFO Employment Agreement also provides for certain severance benefits
following a termination without "cause" or a resignation for "good reason" (each
quoted term as defined in the CFO Employment Agreement) including (i) cash
severance equal to one times (or, one and a half if within six months before or
two years following a "change in control" as defined in the CFO Employment
Agreement) the sum of (a) the then-current annualized base salary and (b) the
target annual bonus for the year of termination, (ii) reimbursement of a certain
portion of premiums paid for continuation coverage under the Company's group
health plans, and (iii) a pro-rated annual bonus for the year in which the
termination occurs. Upon Mr. Batarseh's death or "disability" (as defined in the
CFO Employment Agreement), Mr. Batarseh will receive, as a severance payment, a
pro-rated annual bonus for the year of his termination based on actual
performance for such year. All severance payments and benefits are contingent
upon Mr. Batarseh signing a release in favor of the Company and its affiliates.
Additionally, the CFO Employment Agreement contains certain restrictive
covenants regarding confidential information, non-competition, non-solicitation,
and non-disparagement. This summary of the CFO Employment Agreement is qualified
in its entirety by reference to the full text of the CFO Employment Agreement,
which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
In addition to the benefits provided under the CFO Employment Agreement, in
connection with his appointment as Chief Financial Officer and Treasurer, Mr.
Batarseh will also receive a one-time equity award under the Company's 2018
Omnibus Incentive Plan comprised of 175,000 restricted stock units, 25% of which
shall vest on each of April 1 in 2023, 2024, 2025, and 2026.
In connection with his appointment, the Company will enter into its standard
indemnification agreement with Mr. Batarseh, the form of which was filed as
Exhibit 10.1 to the Company's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on May 18, 2018.
Mr. Batarseh is a licensed Certified Public Accountant (CPA) with more than 20
years of corporate finance and accounting experience in the engineering and
construction industries. He joins the Company from Brown & Root Industrial
Services, a partnership between KBR (NYSE: KBR) and Bernhard Capital Partners
(BCP) providing engineering, procurement, and construction services, where he
was CFO for six years, responsible for overseeing all financial management and
reporting, treasury, and information technology and services, and where he also
served as Vice President in the finance organization of KBR for two years.
Previously, Mr. Batarseh served in senior financial leadership roles in various
industrial service companies including The Shaw Group, four years, and Atkins,
one year, following 10 years at KPMG serving clients in the manufacturing and
industrial sectors. Mr. Batarseh received his Bachelor of Science degree in
accounting from Louisiana State University and is a member of the Society of
Louisiana CPAs and the Tax Executives Institute.
There are no arrangements or understandings between Mr. Batarseh and any other
persons, pursuant to which he was appointed to the offices described above and
no family relationships among any of the Company's directors or executive
officers and Mr. Batarseh. Additionally, Mr. Batarseh does not have any direct
or indirect interest in any transaction that would require disclosure pursuant
to Item 404(a) of Regulation S-K.
In connection with Mr. Shannon's departure from the Company, the Company expects
to enter into a release and severance agreement with Mr. Shannon. The terms of
the release and severance agreement are currently being finalized and will be
included in a subsequent Current Report on Form 8-K.
On October 18, 2022, the Company issued a press release announcing Mr. Shannon's
resignation and Mr. Batarseh's appointment. That press release is attached to
this report as Exhibit 99.1.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits
Exhibit
Number Description
10.1 Employment Agreement between Charah, LLC, Charah Solutions, Inc. and
Jonathan Batarseh, effective as of October 17, 2022
99.1 Press Release, dated October 18, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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