Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(b) As a result of the promotion of Aaron J. Kuehne to the new roles of
Executive Vice President and Chief Operating Officer, effective as of January 3,
2022, Mr. Kuehne ceased serving as the Chief Financial Officer, Principal
Financial Officer and Principal Accounting Officer of Clarus Corporation (the
"Company").
(c)
Michael J. Yates
Following the promotion of Mr. Kuehne as the Company's Executive Vice President
and Chief Operating Officer, Mr. Michael J. Yates was appointed to serve as the
Company's new Chief Financial Officer, Principal Financial Officer and Principal
Accounting Officer, effective as of January 3, 2022.
Mr. Yates is 56 years old. Before joining the Company, Mr. Yates was with IDEX
Corporation from October 2005 to January 2022, serving as the corporate
controller from 2005 to 2010, the chief accounting officer from 2010 to 2022 and
the interim chief financial officer from September 2016 to December 2017. Over
his career at IDEX Corporation Mr. Yates had responsibility for several
corporate and operating finance functions and was the principal accounting
officer. Prior to IDEX Corporation, Mr. Yates spent 18 years in public
accounting with KPMG LLP and PricewaterhouseCoopers LLP in various roles from
1987 to 2005. Mr. Yates graduated from Indiana University's Kelly School of
Business in 1987 with a Bachelor of Science degree in Accounting. He has also
been a certified public accountant since 1988. Mr. Yates has no family
relationships with any other director or executive officer of the Company.
Mr. Yates' employment with the Company is at-will and the Company will pay to
Mr. Yates a salary of $400,000 per year. On January 3, 2022, the Company issued
and granted to Mr. Yates options to purchase 30,000 shares of the Company's
common stock pursuant to the Company's 2015 Stock Incentive Plan, having an
exercise price per share of $27.65, which will vest and become exercisable in
three equal consecutive annual tranches on each of December 31, 2022, December
31, 2023 and December 31, 2024. In addition, at the sole and absolute
determination of the Company's Board of Directors, Mr. Yates is eligible to
receive annual cash bonus awards targeted at up to 75% of his base salary as
well as stock bonus awards (payable 50% in stock options and 50% in restricted
stock awards, each subject to three-year vesting) that are also targeted at up
to 75% of his base salary, in each case, based upon the achievement of certain
targets relating to the Company's adjusted earnings before interest, taxes,
other income or expense, depreciation and amortization results as reflected in
the Company's Annual Report on Form 10-K for the applicable year in question.
The Company has also agreed to cover Mr. Yates' commuting, relocating and
related costs of up to $25,000, for a period of six months following the
commencement date of his employment with the Company. Mr. Yates has also agreed
to certain confidentiality obligations as well as non-solicitation obligations
(relating to the Company's employees) during his employment and for a period of
two years after the termination of his employment with the Company. All payments
and benefits provided to Mr. Yates in connection with his employment with the
Company shall be subject to any compensation recovery or clawback policy as
required under applicable law, rule or regulation or otherwise adopted by the
Company from time to time.
Aaron J. Kuehne
Effective as of January 3, 2022, Mr. Kuehne was appointed to serve as the
Company's Chief Operating Officer. Mr. Kuehne is 43 years old and has served as
our Secretary and Treasurer, since 2013 and as our Executive Vice President
since March 2021. Mr. Kuehne previously served as the Company's Chief
Administrative Officer, Chief Financial Officer and interim Chief Financial
Officer, in addition to serving as its Vice President of Finance, principal
financial officer and principal accounting officer. Before joining the Company
in September 2010, Mr. Kuehne served as the Corporate Controller of Certiport
from August 2009 to September 2010. From July 2004 to August 2009, Mr. Kuehne
served in various capacities with KPMG LLP, most recently as Audit Manager.
Mr. Kuehne graduated with a Bachelor of Arts degree in Accounting from
University of Utah - David Eccles School of Business in 2002 and with an M.B.A.
degree from University of Utah - David Eccles School of Business in 2004. He has
also been a Certified Public Accountant since 2005. Mr. Kuehne has no family
relationships with any other director or executive officer of the Company.
Mr. Kuehne and the Company are parties to an employment agreement dated as of
August 27, 2020 (the "Kuehne Employment Agreement"), which provides for Mr.
Kuehne's employment for a term expiring on August 27, 2023, subject to certain
termination rights. Mr. Kuehne's current annual base salary is $425,000, subject
is to annual review by the Company. In addition, at the sole and absolute
discretion of the Company's Board of Directors or the Compensation Committee of
the Company's Board of Directors, Mr. Kuehne is entitled to receive annual
performance bonuses, which may be based upon a variety of qualitative and
quantitative factors, of up to 50% of Mr. Kuehne's annual base salary. Mr.
Kuehne will also be entitled, at the sole and absolute discretion of the
Company's Board of Directors or the Compensation Committee of the Company's
Board of Directors, to participate in other bonus plans of the Company.
The Kuehne Employment Agreement also contains confidentiality obligations as
well as a non-competition covenant and non-interference (relating to the
Company's customers), non-solicitation (relating to the Company's employees) and
non-disparagement provisions effective during the term of his employment and for
a period of two years after the termination of his employment with the Company.
In the event that Mr. Kuehne's employment is terminated as a result of his death
or disability, Mr. Kuehne or his estate will, subject to the provisions of the
Kuehne Employment Agreement, be generally entitled to receive his accrued base
salary through the date of such termination and earned but unpaid annual
incentive bonus prorated for the portion of the year in which such termination
occurred and all granted but unvested stock options and all unvested restricted
stock shall immediately vest. In the event that Mr. Kuehne's employment is
terminated by the Company for "cause" (as defined in the Kuehne Employment
Agreement), Mr. Kuehne will, subject to the provisions of the Kuehne Employment
Agreement, be entitled to receive his accrued base salary through the date of
such termination. In addition, all stock options, whether vested or unvested,
and granted but unvested restricted stock will be null and void, except that, in
the event that Mr. Kuehne is terminated as a result of his failure to perform
any reasonable directive of the Company's Board of Directors, he will be
entitled to retain any vested stock options.
In the event that Mr. Kuehne's employment is terminated by the Company without
"cause" (as defined in the Kuehne Employment Agreement), Mr. Kuehne will,
subject to the provisions of the Kuehne Employment Agreement, be entitled to
receive an amount equal to one year of his base salary and reimbursement of any
COBRA premium payments made by Mr. Kuehne during such one-year period, in each
case payable in accordance with the Company's normal payroll practices, provided
that Mr. Kuehne executes a separation agreement and general release agreement
that is satisfactory to the Company. In addition, all granted but unvested stock
options and all unvested restricted stock will immediately vest.
In the event that Mr. Kuehne's employment is terminated by Mr. Kuehne other than
as a result of a "change in control" (as defined in the Kuehne Employment
Agreement), Mr. Kuehne will, subject to the provisions of the Kuehne Employment
Agreement, generally be entitled to receive his accrued base salary and benefits
through the date of such termination. In addition, all granted but unvested
stock options and all unvested restricted stock will be null and void.
In the event that Mr. Kuehne's employment is terminated by either party within
30 days of a "change in control", Mr. Kuehne will, subject to the provisions of
the Kuehne Employment Agreement, generally be entitled to receive an amount
equal to one year of his base salary payable in one lump sum within five
business days after such termination and reimbursement of any COBRA premium
payments made by Mr. Kuehne during such one-year period; provided that Mr.
Kuehne executes a separation agreement and general release agreement that is
satisfactory to the Company, and provided further that, in the event the Company
or the acquiror requests Mr. Kuehne to provide consulting services described in
the Kuehne Employment Agreement, then the lump sum payment of an amount equal to
one year of his base salary shall be payable upon the expiration of such
consulting period, and during such consulting period, Mr. Kuehne will be
entitled to a consulting fee equal to what he would have otherwise been entitled
to be paid under the Kuehne Employment Agreement during such period. In
addition, all granted but unvested stock options and all unvested restricted
stock shall immediately vest.
In the event that Mr. Kuehne fails to comply with any of his obligations under
the Kuehne Employment Agreement, including, without limitation, the
non-competition covenant and the non-interference, non-solicitation and
non-disparagement provisions, Mr. Kuehne will be required to repay the one year
of base salary paid to him pursuant to the Company termination without cause or
change in control provisions of the Kuehne Employment Agreement as of the date
of such failure to comply and he will have no further rights in or to such
payments payable to him pursuant to the Kuehne Employment Agreement. All
payments and benefits provided under the Kuehne Employment Agreement shall be
subject to any compensation recovery or clawback policy as required under
applicable law, rule or regulation or otherwise adopted by the Company from time
to time.
The foregoing description of the Kuehne Employment Agreement does not purport to
be complete and is qualified in its entirety by reference to the Kuehne
Employment Agreement, which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit Description
10.1 Employment Agreement, dated as of August 27, 2020, between the
Company and Aaron Kuehne (filed as Exhibit 10.1 to the Company's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on September 1, 2020 and incorporated herein by
reference).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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