Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Chief Financial Officer
As part of its ongoing focus on efforts to drive greater finance and accounting
rigor, the board of directors (the "Board") of QualTek Services Inc. (the
"Company") appointed Matthew J. McColgan, age 40, as Chief Financial Officer of
the Company, effective December 10, 2022. Mr. McColgan has served as the
Company's Senior Vice President of Finance and Treasurer since July 2022. Mr.
McColgan began his career at PricewaterhouseCoopers, LLP ("PwC"), where he spent
more than fifteen years serving in different audit related positions both in the
United States and in Europe, and ultimately served as an Assurance Director
where he was responsible for developing global audit strategies, and leading
teams in navigating through complex business issues, accounting, internal
controls, and SEC financial reporting matters. Immediately prior to joining the
Company and after departing from PwC, from April 2021, Mr. McColgan was at
Armstrong Flooring, Inc. (OTC:AFIIQ), where he most recently served as its Vice
President of Finance and Treasurer, where he led multiple finance groups, and
spearheaded several cost reduction and process improvement initiatives. Mr.
McColgan received a Bachelor of Science degree in Accountancy from Villanova
University and is a Certified Public Accountant.
In connection with his appointment, QualTek LLC, the Company's indirect
subsidiary and Mr. McColgan entered into an Employment Agreement (the
"Employment Agreement") which provides that Mr. McColgan's base salary will be
$350,000 per year, and he will be eligible for an annual performance cash bonus
of up to $175,000, based on the achievement of the Company's corporate
objectives and Mr. McColgan's individual objectives, in each case, as
established by the Board or the Compensation Committee. In addition, Mr.
McColgan will receive a promotion equity award in the form of 100,000 stock
options that will vest in four equal annual installments, subject to Mr.
McColgan's continued service through each applicable vesting date.
Mr. McColgan is eligible to participate in the benefit plans and programs
generally available to the Company's employees. Mr. McColgan will also be
entitled to reimbursement of all reasonable business expenses incurred or paid
by him in the performance of his duties and responsibilities for the Company,
subject to receipt of evidence of such expenses reasonably satisfactory to the
Company. If Mr. McColgan is terminated without cause or if Mr. McColgan
terminates his employment for good reason, the Company agrees to provide to Mr.
McColgan as severance: (i) an amount equal to one times his base salary, (ii) an
amount equal to a pro-rata share of his annual performance cash bonus, based on
number of days Mr. McColgan worked in the year, if the required metrics are
achieved and payable when all continuing executives receive their annual
performance cash bonus, and (iii) accelerated vesting for a pro-rata portion of
his then vesting time-based equity awards that would have vested absent his
termination based on number of days Mr. McColgan worked since the last vesting
date. If Mr. McColgan's employment is terminated under these circumstances
during the twelve-month period that follows, or the six-month period that
precedes, a change in control (as defined in the Employment Agreement), subject
to his execution of a release agreement in favor of the Company, in addition to
the severance described above, Mr. McColgan will earn an additional bonus equal
to his earned performance bonus for the Company's most recently completed fiscal
year.
The summary of the Employment Agreement set forth above does not purport to be a
complete statement of the terms of such document. The summary is qualified in
its entirety by reference to the full text of the Employment Agreement, which is
filed as Exhibit 10.1 to this Current Report on Form 8-K.
Mr. McColgan does not have any family relationships with any of the Company's
other officers or directors 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.
Executive Departures
Adam Spittler, the Company's former Chief Financial Officer, separated with the
Company, effective December 9, 2022. Additionally, as of December 9, 2022, as
part of its on-going evaluation of organizational structure to support business
goals, the full-time executive position of Chief Administrative Officer has been
eliminated. As a result of this restructuring, former Chief Administrative
Officer Elizabeth Downey, is no longer with the Company.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits.
10.1 Employment Agreement between Matthew McColgan and QualTek Services
Inc., dated December 10, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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