Towerstream Corporation (OTCMKTS:TWER) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Financial Officer
EffectiveJanuary 8, 2018, the Board of Directors of Towerstream Corporation (the “Company”) appointed John Macdonald, age 47, to serve as Chief Financial Officer of the Company.
Mr. Macdonald joined the Company as Corporate Controller in March 2017. Prior to joining the Company, Mr. Macdonald was the Assistant Corporate Controller at KVH Industries, a leading provider of mobile connectivity products and guidance and stabilization solutions from February 2015 to February 2017. Prior to that, he was Director of Accounting at APC by Schneider Electric, a manufacturer of critical power products and solutions provider for data centers and other applications, from May 2010 to February 2015. He began his career with Ernst & Young LLP serving as an assurance manager. A licensed Certified Public Accountant (CPA) in Massachusetts, he holds a Master of Business Administration from Bryant University and a BS in Business Administration from the University of Rhode Island.
There are no arrangements or understandings between Mr. Macdonald and any other persons, to which he was appointed as Chief Financial Officer, no family relationships among any of the Company’s directors or executive officers and Mr. Macdonald and he has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K.
The Company and Mr. Macdonald entered into an employment agreement on January 8, 2018 (the “Employment Agreement”) to which Mr. Macdonald will receive an annual base salary of $175,000 and be eligible for an annual bonus of up to 50% of his base salary. In addition, Mr. Macdonald is eligible for stock compensation in the future, at the Board of Director’s discretion. In the event of resignation for Good Reason (as defined in the Employment Agreement) or termination other than for Cause (as defined in the Employment Agreement) within 180 days of a Change of Control, Mr. Macdonald will be entitled to a severance payment equal to (i) the greater of his continued base salary through the balance of the term, as renewed, or 6 months of his then base Salary, (ii) continued participation in Company welfare benefit plans (including health benefits) on the same terms as immediately prior to termination and to be paid in full by the Company for not less than 12 months of continuation of benefits and (iii) immediate vesting of all stock options and equity awards; provided, that he executes an agreement releasing Company and its affiliates from any liability. The agreement has an initial term of two years and may be extended for additional one year terms.
On January 5, 2018, Laura Thomas resigned from her position as Chief Financial Officer of the Company effective immediately and Ms. Thomas and the Company entered into a separation agreement (the “Separation Agreement”). to the Separation Agreement, Ms. Thomas will receive a severance payment of (i) current base salary of $240,000 through January 5, 2018, (ii) three months of current base salary of $240,000, payable in six bi-weekly payments of $10,000, less applicable statutory deductions and tax withholdings, (iii) $44,310 in earned annual bonus for the fiscal year ended December 31, 2017, and (iv) $5,076.92 in accrued but unused vacation time. In addition, all of Ms. Thomas’ outstanding options shall vest immediately.
Unless revoked, the Separation Agreement becomes effective eight days following execution. Ms. Thomas’ decision to resign did not result from any disagreement with the Company, the Company’s management or the Board of Directors.
The foregoing description of the terms of the Employment Agreement and Separation Agreement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the Employment Agreement and Separation Agreement, which are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.
Board of Directors
On January 9, 2018, Paul Koehler and Donald MacNeil resigned from their positions as members of the Board of Directors and all committees thereof. Mr. Koehler’s and Mr. MacNeil’s resignations were not due to any disagreement related to the Company’s operations, policies or practices, financial status or financial statements. Mr. MacNeil was appointed to the Company's Board of Advisors upon his resignation from the Board of Directors. He will receive a cash fee of $2,000 per month for services provided as an advisor.
Also on January 9, 2018, to fill the vacancy created by these resignations, the Board of Directors of the Company appointed Ernest Ortega to serve as a member of the Company's Board of Directors. Mr. Ortega currently serves as the Chief Executive Officer of the Company. There is no family relationship between Mr. Ortega and any of the Company's other officers or directors. There is no new material contract or arrangement to which Mr. Ortega shall serve aside from the employment agreement previously entered into with respect to his role as Chief Executive Officer of the Company, the terms of which can be found in Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on January 24, 2017.
Item 9.01 Financial Statements and Exhibits
TOWERSTREAM CORP ExhibitEX-10.1 2 ex_102894.htm EXHIBIT 10.1 ex_102894.htm Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 8th day of January,…To view the full exhibit click here
About Towerstream Corporation (OTCMKTS:TWER)
Towerstream Corporation is a provider of fixed wireless services to businesses in over 10 urban markets across the United States. The Company operates through Fixed Wireless Services (Fixed Wireless) segment. Its fixed wireless service supports bandwidth on demand, wireless redundancy, virtual private networks, disaster recovery, bundled data and video services. Towerstream installs equipment on the rooftops of the buildings in which the Fixed Wireless segment customers operate and refer to these as Customer Locations. This equipment includes receivers and antennas, and a wireless connection is established between the Customer Location to one or more of its points of presence (PoPs). It provides fixed wireless broadband services to commercial customers and delivers access over a Wireless network transmitting over both regulated and unregulated radio spectrum. It provides services to business customers in various locations, including New York City, Boston, Chicago and Houston.
