Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 20, 2020, the Board of Directors of the Company (the "Board")
elected Mr. Raj Rajgopal as a Class III director of the Company effective as of
December 20, 2020. Mr. Rajgopal will hold office until the next annual meeting
of shareholders and until his successor shall have been elected and qualified.
The appointment of Mr. Rajgopal to the Board of Directors is intended to fill
the vacancy that will be created upon the retirement of Mr. Daniel J. Sullivan,
the Chairman of the Board of Directors, upon the conclusion of the Company's
2021 annual meeting of shareholders.
The Board appointed Mr. Rajgopal to serve as a member of the Audit Committee,
Nominating and Corporate Governance Committee, and Compensation Committee of the
Board. The Board has affirmatively determined that Mr. Rajgopal is "independent"
under Nasdaq listing standards.
Mr. Rajgopal founded and is the President of RR Advisory Group, LLC, an advisory
firm targeted at offering due diligence and consulting services to venture and
private equity investors. He also currently serves as a consultant and board
observer at WevoConversion, a provider of artificial intelligence (AI) and
machine learning (ML) based digital marketing platforms. Mr. Rajgopal was
previously the President of Virtusa Corporation (NASDAQ: VRTU), where he
successfully led the company's transformation from a engineering services firm
with revenue of $170 million to leading digital consulting and solutions
organization with 20,000 employees and annual revenue of more $800 million.
During his tenure at Virtusa, Mr. Rajgopal contributed to the company achieving
28 consecutive quarters of growth and led due diligence efforts on a number of
strategic acquisitions. Prior to Virtusa, Mr. Rajgopal held multiple leadership
roles in both the U.S. and the U.K. at CapGemini, a global leader in consulting,
technology services and digital transformation. He was also a Director of
Advanced Technologies at BGS Systems, Inc.
There are no arrangements or understandings between Mr. Rajgopal and any other
persons pursuant to which he was elected as a director of the Company. There are
no family relationships between Mr. Rajgopal and any director, executive officer
or any person nominated or chosen by the Company to become a director or
executive officer. There are no related person transactions (within the meaning
of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange
Commission) between Mr. Rajgopal and the Company.
Mr. Rajgopal will receive the same compensation for service on the Board as that
of the other non-employee directors of the Company. Non-employee directors are
currently paid an annual retainer of $150,000 that is paid on a quarterly basis
in the form of cash and common stock.
Upon his appointment to the Board, the Company intends to enter into its
standard form of indemnification agreement for directors with Mr. Rajgopal,
which indemnification agreement, among other matters, requires the Company to
(1) indemnify Mr. Rajgopal against certain liabilities that may arise by reason
of his status or service as a director and (2) to advance Mr. Rajgopal's
expenses incurred as a result of a proceeding as to which he may be indemnified.
The indemnification agreement is intended to provide indemnification rights to
the fullest extent permitted under applicable law, including the applicable
indemnification rights statutes in the State of New York, and is in addition to
any rights a director may have under the Company's Restated Certificate of
Incorporation and Restated By-laws. The Company's standard form of
indemnification agreement (for directors) is filed as Exhibit 10.1 to the
Company's Report on Form 8-K that was filed with the Securities and Exchange
Commission on November 12, 2020 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press Release dated December 21, 2020 announcing changes to board of
directors.
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