Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Chief Financial Officer
The Board of Directors of Inseego Corp. (the "Company") has appointed Robert G.
Barbieri as Chief Financial Officer of the Company, effective October 25, 2021.
Mr. Barbieri, age 65, has been serving as the Company's interim Chief Financial
Officer since April 2021, and has been a Partner with TechCXO, LLC, a
professional services firm that provides experienced, C-Suite professionals to
deliver strategic and functional consulting services ("TechCXO"), since 2019.
Before joining TechCXO, Mr. Barbieri led his own firm, CxO Advisory Services,
which provided similar strategic and functional consulting services, from 2010
to 2019. Mr. Barbieri has more than 30 years of experience as a senior
executive, strategic partner, and management advisor. Mr. Barbieri has served in
senior financial leadership positions with a number of companies, including
Chief Financial Officer at ABILITY Network, Inc., a leading healthcare
technology company; Chief Financial Officer at Converge One, a leader in
telecommunication technology; Executive Vice President and Chief Financial
Officer at TriZetto, a a publicly traded healthcare IT company; Chief Financial
Officer at Textura, a cloud collaboration company; Chief Financial Officer at
Apogee Enterprises, a publicly traded glass and coatings technologies company;
Chief Financial and Performance Officer at Lawson Software, Inc., a publicly
traded international technology, software and e-commerce solution company; and a
senior executive with Air Products, a global manufacturing and services company.
Mr. Barbieri is a Certified Management Accountant and holds both a B.S. in
Business Administration and Accounting and an M.B.A. in Financial Management
from Drexel University.
Effective October 25, 2021, the Company's Board of Directors also designated Mr.
Barbieri as the Company's "principal financial officer" for purposes of
disclosures under the federal securities laws.
There are no arrangements or understandings between Mr. Barbieri and any other
persons pursuant to which he was selected as an officer of the Company. There
are also no family relationships between Mr. Barbieri and any director or
executive officer of the Company, and he has no direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
Offer Letter with Robert Barbieri
The Company entered into an offer letter with Mr. Barbieri (the "Offer Letter")
setting forth the terms of his employment as the Company's Chief Financial
Officer. The Offer Letter is attached hereto as Exhibit 10.1.
Salary and Bonus. The Offer Letter provides for an annual base salary of
$400,000. Mr. Barbieri will be eligible to participate in the Company's annual
cash bonus program with an annual target bonus equal to 50% of his base salary.
Mr. Barbieri will be eligible to participate in other benefit programs that the
Company establishes and makes available to its employees from time to time, to
the same extent available to similarly situated employees of the Company.
Term and Termination. The Offer Letter has no specific term and is subject to
termination by either the Company or Mr. Barbieri at any time with or without
cause.
Stock Options. Pursuant to the Offer Letter, as an inducement to accepting the
appointment as the Company's new Chief Financial Officer, Mr. Barbieri received
a one-time stock option award to purchase 375,000 shares of common stock, with
an exercise price equal to the closing trading price of the Company's common
stock on October 25, 2021 (the "Inducement Options"). The Inducement Options
vest according to the following schedule: one-fourth of the Inducement Options
shall vest on October 25, 2022 and the remaining Inducement Options vest ratably
each month thereafter for a period of 36 months. The Inducement Options were
issued as an employment inducement award in accordance with NASDAQ Listing Rule
5635(c)(4). The form of agreement for the Inducement Options is attached hereto
as Exhibit 10.2 and incorporated by reference herein.
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Change in Control Agreement.
The Company will enter into a Change in Control and Severance Agreement (the
"Severance Agreement") with Mr. Barbieri which provides that in the event of a
Covered Termination during a Change in Control Period or in Contemplation of a
Change in Control that actually occurs (each as defined in the Severance
Agreement), Mr. Barbieri will, subject to certain conditions including the
execution of a general release, be entitled to receive severance in an amount
equal to the sum of 18 months of his then-current annual base salary, plus an
amount equal to 12 months of his then-current annual target bonus opportunity.
In addition, all of Mr. Barbieri's outstanding equity awards will automatically
become vested and, if applicable, exercisable, and Mr. Barbieri and his covered
dependents will be entitled to certain healthcare benefits for a period of up to
18 months.
In the event of a Covered Termination other than during a Change in Control
Period, Mr. Barbieri will, subject to certain conditions including the execution
of a general release, be entitled to receive severance in an amount equal to the
sum of 6 months of his then-current annual base salary, plus a lump-sum bonus
payment equal to the pro-rated portion of the target bonus in the year of
termination based on actual achievement of corporate performance goals and
assumed full achievement of any individual performance goals. In addition, Mr.
Barbieri's outstanding equity awards will become vested and, if applicable,
exercisable with respect to that number of shares of Company common stock that
would have vested had Mr. Barbieri continued employment with the Company for six
months following the date of termination, and Mr. Barbieri and his covered
dependents will be entitled to certain healthcare benefits for a period of up to
9 months.
The Severance Agreement is attached hereto as Exhibit 10.3 and incorporated by
reference herein.
Indemnification Agreement
The Company and Mr. Barbieri will enter into the Company's standard form of
indemnification agreement. The agreement requires the Company, among other
things, to indemnify Mr. Barbieri against liabilities that may arise by reason
of his service to the Company.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
10.1 Offer Letter between Inseego Corp. and Robert G. Barbieri.
10.2 Form of Inducement Stock Option Agreement, by and between Inseego
Corp. and Robert G. Barbieri.
10.3 Change in Control Agreement dated October 25, 2021 between Inseego
Corp. and Robert G. Barbieri.
104 Cover Page Interactive Data File (formatted in iXBRL)
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