BSQUARE CORPORATION (NASDAQ:BSQR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

BSQUARE Corporation (the “Company”) announced that Ralph C. Derrickson is being appointed as the Company’s President and Chief Executive Officer effective as of March 11, 2019. Since July 2018, Mr. Derrickson has served as the managing director of RCollins Group, a strategic consulting company.Prior to that, from October 2017 until July 2018, he served as the senior vice president of corporate development for Avizia, Inc., a telemedicine hardware, software and physician services company, where he also served on the board of directors.From January 2006 until October 2017, Mr. Derrickson served as the president and chief executive officer for Carena, Inc., a virtual care software and physician services company, where he also served on the board of directors. Mr. Derrickson currently is a member of the board of directors of Perficient, Inc., a publicly traded digital transformation consulting company.Mr. Derrickson holds a Bachelor of Technology degree in systems software science from the Rochester Institute of Technology in Rochester, New York.

Under the terms of an employment letter agreement between Mr. Derrickson and the Company dated February 4, 2019, Mr.Derrickson will receive an annual salary of $325,000 and will be eligible to receive an annual bonus under the Company’s Annual Plan equal to 50% of his annual salary at 50% achievement. He is also eligible to participate in the Company’s employee benefits plans. In addition, to the employment letter agreement, Mr. Derrickson was granted under the Company’s 2011 Inducement Award Plan (i) a non-qualified stock option to purchase 375,000 shares of the Company’s common stock, which shall vest as to 25% of the underlying shares on the first anniversary of the grant date with the balance vesting in equal monthly installments for three years thereafter and (ii) a non-qualified stock option to purchase an additional 187,500 shares of the Company’s common stock, which shall vest as to 25% of the underlying shares on the second anniversary of the grant date with the balance vesting in equal monthly installments for three years thereafter.The exercise price of the stock options is the closing price of the Company’s common stock on the grant effective date.

If Mr. Derrickson’s employment is terminated by the Company when neither cause nor long-term disability exists or if Mr. Derrickson terminates his employment for good reason (as such terms are defined in the employment letter agreement), subject to his execution of a release of any employment-related claims, he will be entitled to receive (i) if such termination occurs prior to the first anniversary of the commencement of his employment, severance equal to 12 months of his then annual base salary payable on the Company’s regular payroll schedule and continued COBRA coverage at the Company’s expense for a period of 12 months, or (ii) if such termination occurs on or after the first anniversary of the commencement of his employment, severance equal to nine months of his then annual base salary and a pro rata portion of his annual bonus to which he would have otherwise been entitled, each payable on the Company’s regular payroll schedule, and continued COBRA coverage at the Company’s expense for a period of nine months. Immediately prior to a change of control of the Company (as defined in the employment letter agreement), all of Mr. Derrickson’s unvested equity awards shall become fully vested and immediately exercisable. In addition, if, within 12 months after a change of control of the Company, Mr. Derrickson’s employment is terminated when neither cause nor long term disability exists or if Mr. Derrickson terminates his employment for good reason, then subject to his execution of a release of any employment-related claims, he will be entitled to receive a one-time lump sum severance payment equal to 12 months of his then annual base salary plus 50% of his target annual bonus and shall be eligible for continued COBRA coverage at the Company’s expense for a period of 12 months.

to his employment letter agreement, Mr. Derrickson shall also be appointed to the Board of Directors (the “Board”) of the Company.

A copy of the Company’s press release announcing Mr. Derrickson’s appointment is filed with this report as Exhibit 99.1 and is incorporated herein by reference.

Effective as of Mr. Derrickson’s appointment as President and Chief Executive Officer of the Company, William D. Savoy is resigning from the Board and all committees thereof, and Mr. Derrickson is being appointed as a member of the Board to fill the vacancy resulting from Mr. Savoy’s resignation.There are no disagreements between the Company and Mr. Savoy as contemplated by Item 9.01(a) of Form 8-K, and thus the Company is disclosing this information to Item 9.01(b) of Form 8-K.Mr. Derrickson will serve as a Class III Director and, as such, his term of office will expire at the Company’s 2021 Annual Meeting of Shareholders.

In addition, effective as of Mr. Derrickson’s appointment, Mary Jesse is being appointed as a member of the Audit Committee of the Board and Davin Cushman is being appointed as the Chairperson of the Compensation Committee of the Board, in each case to fill the vacancy on each committee resulting from the resignation of Mr. Savoy, and the Board has approved the reversion of the titles of Andrew S.G. Harries to Chairman of the Board and of Kevin Walsh to Vice President of Marketing.

Effective February 8, 2019, David Wagstaff, the Company’s Chief Technology Officer, has stepped down. to the terms of his employment agreement and a separation and release agreement between the Company and Mr. Wagstaff effective February 8, 2019, Mr. Wagstaff will receive severance equal to six months of his current annual base salary, paid in accordance with the Company’s regular payroll schedule.In addition, the Company will subsidize Mr. Wagstaff’s COBRA premiums for six months and pay Mr. Wagstaff the aggregate amount of $1,600 in lieu of any continued vesting of his equity awards, payable in a lump sum.

BSQUARE CORP /WA Exhibit
EX-99.1 2 bsqr-ex991_6.htm EX-99.1 bsqr-ex991_6.htm   Exhibit 99.1   Bsquare Appoints Ralph Derrickson as President and Chief Executive Officer Ralph Derrickson also to join board of directors,…
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About BSQUARE CORPORATION (NASDAQ:BSQR)

BSQUARE Corporation resells software from Microsoft Corporation (Microsoft) and provides software solutions and related engineering services to companies that develop smart, connected systems. A smart, connected system is a dedicated purpose computing device that typically has a display, runs an operating system and is connected to a network or data cloud through a wired or wireless connection. Its smart, connected systems include set-top boxes, home gateways, point-of-sale terminals, kiosks, voting machines, gaming platforms, tablets, handheld data collection devices, personal media players, smart phones, smart vending machines, casino gaming machines, digital signs and in-vehicle telematics and entertainment devices. It is focused on smart, connected systems that utilize various Microsoft Windows Embedded and Windows Mobile operating systems, as well as devices running on other operating systems, such as Android, Linux and QNX. The Company operates in North America, Asia and Europe.