Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective as of August 22, 2022, Kevin Keough, who has served as the Company's
Chief Transformation Officer since April 2022, and prior to that served as the
Company's President since July 2021, was appointed to serve as the Company's
Chief Executive Officer and ceased serving as Chief Transformation Officer. Mr.
Keough replaces Darrell Mays, who resigned as Chief Executive Officer as of that
date. Also, effective September 1, 2022, Adrian Foltz, who previously served as
Chief Financial Officer of the Company's Kandy Communications business, was
appointed as Chief Financial Officer, and Onex Evans, who previously served as
the Company's Vice President, Corporate Controller & Reporting, was appointed as
Chief Accounting Officer. Thomas King, who had served as Chief Financial
Officer, will serve as Chief of Staff on an interim basis. Also, effective as of
August 22, 2022, Michael Tessler resigned as a member of the Company's board of
directors (the "Board"), and Larry Mock was appointed to replace Mr. Tessler as
Chairman of the Board. In addition, Mr. Mays was appointed to serve as Executive
Vice Chairman of the Board.
Also as of August 22, 2022, the compensation committee of the Board (the
"Compensation Committee") approved new compensation arrangements for Mr. Keough,
Mr. Foltz, and Ms. Evans. The Compensation Committee approved an increased
annual base salary of $350,000 for Mr. Keough and an increased annual base
salary of $250,000 for Ms. Evans and Mr. Foltz. The Compensation Committee also
approved a target bonus for 2022 for Ms. Evans and Mr. Foltz equal to 67% of
base salary, subject to the achievement of criteria to be determined by the
Compensation Committee. Also on that date, the Compensation Committee approved
the grant, under the Company's 2020 Equity Incentive Plan of restricted stock
units to Mr. Foltz and Ms. Evans that increases their current restricted stock
units grants to 150,000 units each and that will vest over a four-year period,
with 50% of such vesting to be time-based and 50% to be performance-based.
Kevin Keough has served as Managing Director, Operations, for Navigation Capital
Partners, Inc. ("Navigation"), an Atlanta-based private equity firm, since March
2021. Prior to joining Navigation, from October 2020 to March 2021, Mr. Keough
was an independent management consultant, serving clients on a range of
consulting engagements. From October 2017 to September 2020, he was the Managing
Director and Head of Post-Acquisition for Investcorp's North American Private
Equity Group. Prior to joining Investcorp, from 2006 to September 2017 he had
been with Arcapita Investment Management and its predecessor firm, Arcapita
Inc., ultimately serving in the role of Managing Director and Global Head of
Portfolio Management. Before his move into private equity, Mr. Keough spent
seven years as a senior executive with FirstEnergy Corporation, a public energy
company headquartered in Akron, Ohio. During this period, he held several
corporate strategic planning and shared services roles, and served as President
of the Ohio Edison Company. He had been a Management Consultant for ten years in
the Cleveland Office of McKinsey & Company, Inc., serving as a partner and
leader in the Firm's North American Energy Practice. Mr. Keough holds an MBA
from Stanford Graduate School of Business and a BS in Engineering Mechanics,
with honors, from the United States Military Academy at West Point.
Adrian Foltz has served as Chief Financial Officer of the Company's Kandy
Communications business since April 2021. From September 2020 to March 2021, Mr.
Foltz served as Interim Controller for Education Networks of America, later
acquired by Zayo Group Holdings, Inc. ("ENA,"), and from November 2019 to
September 2020, Mr. Foltz was ENA's Finance Leader and ERP Project Manager. Mr.
Foltz was a consultant for Envision Healthcare (Addison Group) from November
2018 to November 2019. Prior to that, Mr. Foltz was a consultant for ENA from
August 2018 to November 2018. From June 2016 to May 2018, Mr. Foltz served as
Director of Accounting at Correct Care Solutions ("CCS"), later acquired by
Wellpath. From March 2015 to May 2016, Mr. Foltz was a consultant at CCS. Mr.
Foltz is a licensed CPA, and holds a BS in Accounting from Missouri State
University and an MBA from the University of Florida.
Onex Evans has served as the Company's Director, SEC & Financial Reporting, from
June 2020 to March 2021, and has since served as the Company's VP, Corporate
Controller & Reporting. Prior to joining the Company, Ms. Evans was a financial
reporting consultant for Inspire Brands from July 2019 to June 2020. From June
2018 to June 2019, Ms. Evans served as SEC Financial Reporting Manager for
Manhattan Associates, Inc. Ms. Evans was an SEC reporting consultant for The
Home Depot, Inc. from December 2017 to June 2018. Prior to joining The Home
Depot, Inc., Ms. Evans was an SEC Financial Reporting Manager at Advance Pierre
Foods Holdings, Inc from November 2016 to November 2017. Ms. Evans is a licensed
CPA, and holds a BS and MS in Accounting from the University of the West Indies.
Item 8.01 Other Events.
On August 25, 2022, the Company issued a press release regarding the management
changes described in Item 5.02 of this Current Report on Form 8-K. The Company
also announced in that press release that the Company had retained Northland
Capital Markets to advise the Company in connection with a comprehensive
strategic review process that could lead to the sale of the Company or selected
assets. Northland Capital Markets is the trade name for certain capital markets
and investment banking services of Northland Securities, Inc., Member
FINRA/SIPC. The Board has not set a timetable for this process nor has it made
any decisions related to strategic alternatives at this time. No assurance can
be given that the Company's exploration of strategic alternatives will result in
any discussions regarding one or more transactions or one or more transactions
being entered into or consummated, or if any transaction is undertaken, as to
its terms, structure or timing. The Company does not expect to make further
public comment regarding these matters unless and until the Board has approved a
specific transaction or alternative or otherwise concludes its review of
strategic alternatives.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit
99.1 Press release, dated August 25, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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