Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
John Simmons
Effective May 1, 2020, the Board of Directors of SAExploration Holdings, Inc.
(the "Company") appointed John Simmons as a Vice President of the Company. Mr.
Simmons will serve the Company in such capacity until the day immediately
following the date on which the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2020 is filed with the Securities and Exchange
Commission (the "Transition Date"), at which time Mr. Simmons will also be
appointed as Chief Financial Officer of the Company. Prior to joining the
Company, Mr. Simmons was the Chief Financial Officer at Dauphine Energy, LLC, a
privately held oil and gas company, from March 2019 until March 2020. Prior to
that, Mr. Simmons held various positions with BHP Petroleum from 2001 until
April 2018, including as a member of BHP Petroleum's Executive Leadership Team
as the Head of Global Planning from 2014 to 2018, as the Chief Financial Officer
of Petrohawk Energy following its acquisition by BHP Petroleum from 2011 until
2014, as Global Controller from 2005 to 2010 and as a Finance and Planning
Manager for the Americas Division from 2001 to 2005. Prior to joining BHP, Mr.
Simmons was the Planning Manager at PetroCosm from 2000-2001 and, prior to that,
he worked at Union Oil Company of California (Unocal) serving in a variety of
roles within planning, finance, accounting and economic evaluation from 1993 to
2000. Mr. Simmons has a Bachelor of Science from McNeese State University and a
Master of Business Administration from Texas A&M University. He is also a
Certified Public Accountant in the State of Texas.
In connection with joining the Company, Mr. Simmons, age 52, entered into an
Executive Employment Agreement with the Company (the "Agreement") for an initial
term ending on May 1, 2021, subject to earlier termination in certain
circumstances, with subsequent automatic annual renewals for one year terms
unless notice to terminate is provided at least 90 days prior to the expiration
of any such term. The Agreement provides for an initial base salary of $308,600
per year, which may be increased annually in the discretion of the Board of
Directors. The Agreement also provides for participation in the Company's
management incentive programs or arrangements, including (i) an annual
performance cash award at a target percentage (the "Target Percentage") of 60%
of base salary if certain performance goals are reached as identified and
approved by the Compensation Committee of the Board of Directors, and (ii)
equity incentive programs and arrangements.
The Agreement provides that, in the event of a termination of Mr. Simmons's
employment by the Company without cause (as defined in the Agreement), by Mr.
Simmons for good reason (as defined in the Agreement), or by the Company on
account of its failure to renew the Agreement within twelve (12) months
following a Change of Control (as defined in the Agreement), the Company will
pay Mr. Simmons: (i) all accrued but unpaid base salary and vacation, (ii) a
severance amount equal to the sum of (A) 12 months of base salary plus (b) the
amount of the annual performance cash award that Mr. Simmons would have earned
at the Target Percentage for the calendar year in which the termination occurs,
which severance amount will be paid in a single lump sum payment, and (iii)
reimbursement of premiums associated with continuation of coverage through COBRA
for a period of up to 12 months, subject, in the case of the payments to be made
pursuant to clauses (ii) and (iii), to the execution of a full and final release
in favor of the Company.
The Agreement, as more fully provided in a nondisclosure agreement between the
Company and Mr. Simmons, restricts Mr. Simmons from using or disclosing
confidential information for purposes other than advancing the Company's
interests. Under the Agreement, during its term and for one year following
termination thereof, Mr. Simmons will not directly or indirectly solicit or
accept business from any of the Company's customers (as defined in the
Agreement), or solicit or induce any employee to leave the Company.
The foregoing description of the Agreement does not purport to be complete and
is qualified in its entirety by the full text of the Agreement, a copy of which
is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
There are no arrangements or understandings between Mr. Simmons and any other
person pursuant to which he was selected as an officer of the Company. There are
no family relationships between Mr. Simmons and any director or executive
officer of the Company, and Mr. Simmons has no direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
1
--------------------------------------------------------------------------------
Kevin Hubbard
Effective as of the Transition Date, Kevin Hubbard will no longer serve as the
Company's Interim Chief Financial Officer, but will continue to serve the
Company in an advisory role.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
10.1 Executive Employment Agreement, dated May 1, 2020, between John
Simmons and SAEXploration Holdings, Inc.
2
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses