Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 8, 2020, Nesco Holdings, Inc. (the "Company") issued a press release
announcing that the Board of Directors of the Company (the "Board") appointed
Joshua A. Boone to serve as the Company's Chief Financial Officer, effective
June 15, 2020. A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Mr. Boone, age 40, previously served as chief financial officer, vice president
of finance and secretary-treasurer of Patrick Industries, Inc. Prior to his role
at Patrick Industries, Inc., Mr. Boone served as chief financial officer of
Pretzels, Inc. from 2012 to 2014 and served in several leadership positions in
finance and accounting at Brunswick Corporation from 2007 to 2012. There are no
family relationships between Mr. Boone and any of the Company's directors or
executive officers.
The Company entered into an employment agreement with Mr. Boone in connection
with his appointment as chief financial officer. Pursuant to the employment
agreement, Mr. Boone will receive an annual base salary of $385,000 (increasing
to $400,000 beginning January 1, 2021), a target bonus of 50%, with the payment
amount based upon performance as determined by the Board, and an initial sign-on
bonus of $100,000 to assist with Mr. Boone's relocation to the Fort Wayne, IN
area. In addition, Mr. Boone will receive an option to purchase 500,000 shares
of the Company's common stock (the "Options") and 200,000 restricted stock units
(the "RSUs"), in each case, which will vest annually in equal installments over
four years. One half of the RSUs will be considered earned if the Company's
10-day average closing stock price on the New York Stock Exchange ("10-Day
Average") equals or exceeds $6.00 per share and the second half of RSUs will be
considered earned if the Company's 10-Day Average equals or exceeds $10.00 per
share, in each case, while Mr. Boone remains employed by the Company.
Mr. Boone's agreement also provides that in the event of Mr. Boone's termination
of employment by the Company without cause or his resignation for good reason,
then, subject to his execution of a release of claims against the Company, Mr.
Boone is entitled to (i) continued base salary following such termination for
(A) six months if such termination occurs prior to June 15, 2022, (B) nine
months if such termination occurs between June 15, 2022 and June 15, 2023, and
(C) twelve months if such termination occurs either on June 15, 2023 or
thereafter or upon or following a change in control, (ii) payment of continued
healthcare premiums during the time Mr. Boone receives continued base salary
severance, (iii) accelerated vesting of any equity awards that vest solely based
on service-based criteria and which are scheduled to vest within one year
following such termination, and (iv) continued vesting eligibility for one year
following such termination for any equity awards that vest based on
performance-based criteria (clauses (iii) and (iv), the "Vesting Acceleration
Benefit"). Under the agreement, in the event of Mr. Boone's death or disability,
the Company will provide Mr. Boone with a pro-rated portion of his annual bonus,
determined based on the actual achievement of performance goals, and the Vesting
Acceleration Benefit.
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The foregoing description of the employment agreement with Mr. Boone is
qualified in its entirety by reference to the full text of the agreement, which
is attached to this Current Report on form 8-K as Exhibit 10.1 and is
incorporated herein by reference.
Effective June 8, 2020, the Company and Bruce Heinemann agreed that Mr.
Heinemann will not be continuing in his role as the Company's Chief Financial
Officer, effective June 15, 2020.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Employment Agreement between the Company and Joshua A. Boone
99.1 Press release of Nesco Holdings, Inc.
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