Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Departure of Andrew B. BenettHarte Hanks, Inc. (the "Company") announced today that Andrew B. Benett has
stepped down as Chief Executive Officer of the Company, effective as of June 22,
2021, and has resigned from the Company's Board of Directors (the "Board") as of
such date. There were no disagreements between Mr. Benett and the Company.
The Company has entered into a release and separation agreement with Mr. Benett
memorializing the terms of his separation of employment (the "Separation
Agreement"). Pursuant to the Separation Agreement, Mr. Benett would receive the
following severance payments and benefits: (i) $660,000, payable over 12 months,
(ii) reimbursement for the employer portion of continuation coverage premiums
under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") for 12 months
following his separation date, and (iii) accelerated vesting of 50,000 unvested
restricted stock units. Mr. Benett's receipt of the foregoing payments and
benefits is subject to his execution of an effective release of claims against
the Company and certain of its affiliates. Under the Separation Agreement, Mr.
Benett would be required to comply with certain non-disparagement,
confidentiality, and cooperation obligations, as well as certain non-solicit and
non-compete restrictions.
The foregoing description is qualified by reference to the full text of the
Separation Agreement. A copy of the Separation Agreement is filed as Exhibit
10.1 attached hereto and is incorporated herein by reference in its entirety
into this Item 5.02.
Appointment of Brian Linscott as Chief Executive Officer
In connection with Mr. Benett's departure, the Board has appointed Brian
Linscott, current Chief Operating Officer of the Company, as Chief Executive
Officer, to be effective as of June 23, 2021.
Mr. Linscott has been Chief Operating Officer of the Company since January 2020.
From 2015 to 2019, he served as a Partner at BR Advisors where he led the
operational improvement of radio and printing companies, developed new
partnerships, and facilitated asset transactions. He also serves as Operating
Partner at Traverse Pointe Partners since 2014, where he advises a private
equity fund on financial and operational assessment of equity investments and
developed post-acquisition operational strategies to create stockholder value.
From 2013 to 2015, Mr. Linscott served as a Managing Director at Huron
Consulting Group where he managed client relationships, oversaw consulting
teams, and developed new business opportunities in Huron's Business Advisory
practice. From 2009 to 2012, Mr. Linscott served as Chief Financial Officer /
Senior Vice President at Sun Times Media, LLC where he created and executed a
restructuring plan that led to substantial EBITDA growth, cash flow improvement,
and a successful sale of the company. Mr. Linscott received his B.S. in Finance
from the University of Illinois, Urbana.
In connection with Mr. Linscott's appointment as Chief Executive Officer, the
Board approved the terms of a new employment agreement between the Company and
Mr. Linscott, which agreement is effective as of June 23, 2021 (the "Employment
Agreement"). Mr. Linscott's base salary will remain the same at $400,000 and his
target annual incentive award will be 100%-150% of base salary. In
consideration for entering into the Employment Agreement, the Company has agreed
to pay Mr. Linscott a cash sign-on bonus of $75,000. The Company also agreed to
grant Mr. Linscott a sign-on equity award consisting of 50,000 fully-vested
restricted stock units, which will be settled in shares of common stock shortly
following the grant date. If Mr. Linscott's employment is terminated by the
Company for "cause" or if Mr. Linscott resigns without "good reason," in each
case prior to January 1, 2022, Mr. Linscott will be required to repay to the
Company the after-tax portion of the sign-on bonus and would immediately forfeit
the shares of common stock issued to him in respect of the sign-on equity
award. Mr. Linscott will also receive a grant of 125,000 restricted stock
units, subject to the vesting conditions described in the Employment Agreement.
In the event that Mr. Linscott's employment is terminated by the Company without
"cause" or if Mr. Linscott resigns for "good reason," the Company will provide
Mr. Linscott with the following severance payments and benefits: (i) 18 months'
of continued base salary payments, payable over 18 months, (ii) reimbursement
for the employer portion of continuation coverage premiums under COBRA for 12
months following his separation date, and (iii) accelerated vesting of a portion
of the time-based restricted stock units granted to Mr. Linscott in connection
with the Employment Agreement. Mr. Linscott's receipt of the foregoing payments
and benefits would be subject to his execution of an effective release of claims
against the Company and certain of its affiliates. Mr. Linscott will be
required to continue to comply with his existing confidentiality,
non-solicitation and non-competition obligations.
The foregoing description is qualified by reference to the full text of the
Employment Agreement. A copy of the Employment Agreement is filed as Exhibit
10.2 attached hereto and is incorporated herein by reference in its entirety
into this Item 5.02.
Item 7.01 Regulation FD Disclosure.
A copy of the press release announcing the foregoing events is furnished
herewith as Exhibit 99.1 and is incorporated in this Item 7.01 by reference.
Item 8.01 Other Events.
In connection with his departure, Mr. Benett informed the Company he will not
stand for re-election to the Board at the Company's 2021 Annual Meeting of
Stockholders to be held on June 23, 2021 (the "Annual Meeting") and asked that
the Company withdraw his name as a nominee for election to the Board. As a
result, the company will disregard any votes received for Mr. Benett's election
to the Board. As contemplated by the Employment Agreement, the Board intends to
fill the vacancy left by Mr. Benett's departure and decision not to stand for
re-election by electing Mr. Linscott to the Board shortly after the Annual
Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed or furnished
herewith:
Exhibit No. Description
10.1 Release Agreement between the Company and Andrew Benett, dated as of June
22, 2021.
10.2 Employment Agreement between the Company and Brian Linscott, effective as of
June 23, 2021.
99.1 Press Release of Harte Hanks, Inc. dated June 23, 2021.
© Edgar Online, source Glimpses
HARTE HANKS, INC. 
