Item 5.02 Departure of Directors or Certain Officers
Departure of John Kneisel
Effective December 1, 2020, John Kneisel has retired as the Chief Financial
Officer (CFO) and Secretary of Simulations Plus, Inc., a California corporation
(the "Company"). Mr. Kneisel will continue in an advisory role until February
28, 2021 to assist with the transition period for the new CFO.
Appointment of Will Frederick
Effective December 1, 2020, Will Frederick, 57, has been appointed Chief
Financial Officer and Secretary of the Company. Mr. Frederick brings more than
25 years of financial leadership experience to the company. He has a proven
track record of developing and implementing strategies to drive revenue growth,
increase profitability, managing merger & acquisition activities and achieving
corporate objectives. He has global experience with both publicly traded and
privately held companies including Pharsight, Entelos, Avaya, The Walt Disney
Company and Ford Motor Company amongst others. Prior to joining the Company,
from 2015 to present, Mr. Frederick served as President and Managing Director of
RightPlace Enterprises providing C-Suite level strategic and financial
consulting services to multiple companies. He served as Interim Chief Financial
Officer at Sysorex Global Holdings Corp. from October 2014 to January 2015. He
served as Chief Financial Officer at Neural ID LLC from April 2014 to September
2014. He served as Chief Financial Officer of Entelos Holding Corp. from January
2012 to January 2014, at which time it was acquired by Rosa & Co. Mr. Frederick
holds a M.B.A degree from California State University at Long Beach and a B.A.
degree in Finance from California State University at Fullerton.
Effective December 1, 2020, the Company entered into an Employment Agreement
with Mr. Frederick that expires December 1, 2022. Pursuant to the Employment
Agreement, Mr. Frederick will receive an annual base salary of $270,000 and an
initial, one-time equity grant of 20,000 options to purchase the Company's
common stock under the 2017 Simulations Plus, Inc. Equity Incentive Plan (the
"Plan"). In addition, Mr. Frederick is also eligible for an annual performance
bonus based upon actual performance in relation to specific performance metrics
annually determined mutually with the CEO and approved by the Compensation
Committee of the Board of Directors. The metrics and their corresponding targets
will consist of strategic and financial Company, division and personal goals.
The annual performance bonus will consist of annual equity grants of between
5,000 and 15,000 options to purchase the Company's common stock under the Plan,
as determined by the Company's Board of Directors, and an annual cash
performance bonus of between 25-35% of his base salary, with a target cash
performance bonus of 30%, or $81,000.
In the event that Mr. Frederick is terminated without Cause (as defined in the
Employment Agreement), Employee shall be paid his salary and benefits through
the effective date of termination. In addition, so long as he signs a release of
claims, he shall receive a one-time payment of an amount equal to twelve (12)
months of his base salary and COBRA continuation benefits for the twelve (12)
months after termination paid for by the Company.
There is no arrangement or understanding between Mr. Frederick and any other
person pursuant to which Mr. Frederick was appointed as Chief Financial Officer.
There are no family relationships between Mr. Frederick and any of the Company's
directors, executive officers or persons nominated or chosen by the Company to
become a director or executive officer. Mr. Frederick is not a participant in,
nor is Mr. Frederick to be a participant in, any related-person transaction or
proposed related-person transaction required to be disclosed by Item 404(a) of
Regulation S-K under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), in connection with this appointment.
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Item 7.01 Regulation FD Disclosure.
On December 1, 2020, the Company issued a press release announcing Mr. Kneisel's
departure and Mr. Frederick's appointment. A copy of this press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Exhibit 99.1 contains forward-looking statements. These forward-looking
statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that are difficult to predict. Forward-looking
statements are based upon assumptions as to future events that may not prove to
be accurate. Actual outcomes and results may differ materially from what is
expressed in these forward-looking statements.
The information set forth under Item 7.01 of this Current Report on Form 8-K
("Current Report"), including Exhibit 99.1 attached hereto, is being furnished
and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act,
or otherwise subject to the liabilities of such section. The information in Item
7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated
by reference into any filing under the Securities Act of 1933, as amended, or
the Exchange Act, regardless of any incorporation by reference language in any
such filing, except as expressly set forth by specific reference in such a
filing. This Current Report will not be deemed an admission as to the
materiality of any information in this Current Report that is required to be
disclosed solely by Regulation FD.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
99.1 Press Release of Simulations Plus, Inc., dated December 1, 2020.
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