Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On September 12, 2022, Ryan H. Murray, Chief Accounting Officer, notified
Skillsoft Corp. (the "Company") of his decision to resign his employment with
the Company, effective October 3, 2022, to pursue other career opportunities.
Mr. Murray serves as the Company's principal accounting officer and will
continue in that role until the effective date of his resignation.
On September 14, 2022, the Company appointed Jose Torres to serve as the
Company's Chief Accounting Officer and principal accounting officer, effective
October 17, 2022. Mr. Torres will report to Gary W. Ferrera, the Company's Chief
Financial Officer.
Mr. Torres, 48, most recently served as Vice President and Chief Accounting
Officer at Illumina, Inc., a global biotechnology company, since April 2021. He
previously served as Chief Financial Officer of the University of St. Augustine
for Health Sciences from April 2019 to April 2021. From January 2016 to October
2017, Mr. Torres served as Senior Vice President and Chief Accounting Officer of
DigitalGlobe, Inc. until the company was acquired by MacDonald, Dettwiler and
Associates Ltd. (MDA) to form Maxar Technologies, a space technology company,
where Mr. Torres continued in his role until March 2019. Prior to DigitalGlobe,
he served as Vice President, Accounting, Financial Reporting & Financial Systems
at the ADT Corporation, an electronic security, fire protection and alarm
monitoring services company, from February 2012 to December 2015. Mr. Torres is
a certified public accountant and received his bachelor's degree in management
and accounting from Boston College and his MBA from Florida Atlantic University.
In connection with his appointment, Mr. Torres will receive an annual base
salary of $400,000. Mr. Torres will be eligible for an annual bonus in
accordance with the Company's annual bonus program, prorated for this year based
on date of hire, and will also be eligible to participate in the Company's
long-term incentive plan. In connection with his appointment, Mr. Torres will
receive an initial equity award of up to 245,000 restricted stock units, with
25% of such units subject to both time- and performance-based vesting, and the
remaining 75% subject to time-based vesting. Mr. Torres will also receive a
signing bonus of $100,000, with an additional $200,000 to be paid on or around
March 1, 2023, subject to continued employment through the payment date, and the
full signing bonus remaining subject to pro-rated repayment if his employment is
terminated for cause by the Company or voluntarily terminated by Mr. Torres
within the first 24 months.
As a condition of his employment, Mr. Torres also entered into a Restrictive
Covenants Agreement, which includes non-competition and employee
non-solicitation clauses applicable during employment and for 18 months
thereafter and a customary non-solicitation clause applicable during employment
and for 12 months thereafter.
Mr. Torres and the Company will also enter into the Company's standard form of
indemnification agreement, pursuant to which, among other things, the Company
agrees to indemnify its directors and officers and advance certain expenses to
the fullest extent permitted by applicable law.
There are no familial relationships between Mr. Torres and any other executive
officer or director of the Company. There have been no transactions involving
Mr. Torres required to be disclosed pursuant to Item 404(a) of Regulation S-K,
nor are any such transactions currently proposed.
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