Global Power Equipment Group Inc. (OTCMKTS:GLPW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Global Power Equipment Group Inc. (OTCMKTS:GLPW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Global Power Equipment Group Inc. (the “Company”) today announced that, on July26, 2017, its Board of Directors (the “Board”) has accepted Terence Cryan’s resignation as President, Chief Executive Officer (“CEO”), and a director of the Company, and appointed Craig Holmes and Tracy Pagliara as Co-Presidents and Co-CEOs of the Company.

Appointment of Mr.Holmes and Mr.Pagliara as Co-Presidents and Co-CEOs

On July26, 2017, the Board appointed Craig Holmes and Tracy Pagliara as Co-Presidents and Co-CEOs, effective immediately upon Mr.Cryan’s resignation. In connection with each such appointment, the Board appointed Mr.Holmes and Mr.Pagliara as directors of the Company, in each case, to serve until his successor is duly elected and qualified, or until the earlier of his death, resignation, retirement, or removal from such position.

Mr.Holmes, 60, joined the Company in September2015 as Senior Vice President of Finance and assumed the role of Chief Financial Officer upon completion of the restatement of the Company’s 2015 and prior-period financial results on March15, 2017. Previously, from October2014 to March2015, he served as the Chief Financial Officer of Goodman Networks Incorporated. Prior to this, he served as Chief Financial Officer of Sizmek,Inc. (formerly Digital Generation,Inc.), a publicly traded open ad management platform company, from October2012 through its spinoff, merger, and company relocation in May2014. Mr.Holmes served as Chief Financial Officer of Quickoffice,Inc., a global leader in mobile productivity solutions, from May2011 through its sale to Google,Inc. in July2012. From November2009 to April2011, Mr.Holmes provided advisory and consulting services to the board and management of Enfora Inc., a privately held global manufacturing and software development company. Mr.Holmes also previously served as Chief Financial Officer at two publicly traded corporations, EXCEL Communications (April1995 to May1999) and Intervoice,Inc. (August2003 to November2009). Mr.Holmes began his career at Arthur Andersen, where he rose to Partner level before leaving to join EXCEL Communications. He currently serves on the board of directors of Hobi International,Inc., where he has served since August2009, and Independent Bank Group, where he has served since April2013.

Mr.Pagliara, 54, has served as the Company’s Chief Administrative Officer, General Counsel, and Secretary since January2014, and also as Senior Vice President since November2015. He previously served as the Company’s General Counsel, Secretary, and Vice President of Business Development from April2010 through December2013. Prior to joining the Company, Mr.Pagliara served as the Chief Legal Officer of Gardner Denver,Inc., a leading global manufacturer of highly engineered compressors, blowers, pumps, and other fluid transfer equipment, from August2000 through August2008. He also had responsibility for other roles during his tenure with Gardner Denver,Inc., including Vice President of Administration, Chief Compliance Officer, and Corporate Secretary. Prior to joining Gardner Denver,Inc., Mr.Pagliara held positions of increasing responsibility in the legal departments of Verizon Communications/GTE Corporation from August1996 to August2000 and Kellwood Company from May1993 to August1996, ultimately serving in the role of Assistant General Counsel for each company. Mr.Pagliara is a director, and serves on the audit, compensation, and nominating and corporate governance committees, of Uranium Resources,Inc. He is a member of the Missouri and Illinois State Bars and a Certified Public Accountant.

There is no arrangement or understanding between either Mr.Holmes or Mr.Pagliara and any other person to which he was selected as an officer of the Company and there are no family relationships between Mr.Holmes or Mr.Pagliara and any of the Company’s directors or executive officers. There are no transactions to which the Company is a party and in which either of Mr.Holmes or Mr.Pagliara has a direct or indirect material interest that would be required to be disclosed under Item 404(a)of Regulation S-K.

In connection with the above appointment, the Board promoted Chip Wheelock to Vice President, Administration, General Counsel, and Secretary, with responsibility for legal, compliance, human resources, and insurance. Mr.Wheelock was formerly Vice President, Deputy General Counsel, and Chief Compliance Officer of the Company.

Resignation of Terence Cryan as President and CEO

Mr.Cryan served as President and CEO of the Company since March2015 and a director of the Company since January2008.

In connection with his resignation, Mr.Cryan entered into a Separation Agreement (the “Separation Agreement”) with the Company, under which he resigned from all positions at the Company effective July26, 2017 (the“Separation Date”). Under the terms of the Separation Agreement, the Company has agreed to pay to Mr.Cryan an amount equal to 18 months of his annual base salary, payable at the same times and in the same increments as if his employment continued from the Separation Date through the 18 month anniversary of the Separation Date, except that payments otherwise payable during the first 90 days after the Separation Date will be aggregated and paid in a lump sum on the next payroll date on or after such 90th day. Mr.Cryan will also be eligible to receive his 2016 annual bonus and a pro-rated 2017 annual bonus, to be determined based on actual Company performance. All of his currently unvested restricted stock units will vest as provided in the relevant award agreements, subject, in certain instances, to pro-ration, and in one instance, an adjustment to the pro-ration formula to provide for the vesting of an additional 84,173 restricted stock units.. Mr.Cryan will continue to be covered by the Company’s officers’ and directors’ indemnification policy and related insurance with respect to his service with the Company. The Separation Agreement also includes a standard a non-disparagement covenant, as well as a release of claims, and requires Mr.Cryan to reaffirm the restrictive covenants in his employment agreement. The foregoing description of the Separation Agreement is qualified in its entirety by reference to the full text of the agreement, which is attached as Exhibit10.1 to this Current Report on Form8-K and incorporated in this Item 5.02 by reference.

Mr.Cryan’s resignation was not due to a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

Press Release

On July27, 2017, the Company issued a press release announcing the matters set forth above. A copy of the press release is attached to this Current Report on Form8-K as Exhibit99.1.

Item 9.01 Financial Statements and Exhibits.

ExhibitNumber

Description

10.1

Separation Agreement, dated as of July26, 2017, by and between Terence Cryan and Global Power Equipment Group Inc.

99.1

Press release, dated July27, 2017.


GLOBAL POWER EQUIPMENT GROUP INC. Exhibit
EX-10.1 2 a17-18480_1ex10d1.htm EX-10.1 Exhibit 10.1   EXECUTION VERSION   SEPARATION AGREEMENT   This Separation Agreement (this “Agreement”) is made and entered into as of July 26,…
To view the full exhibit click here

About Global Power Equipment Group Inc. (OTCMKTS:GLPW)

Global Power Equipment Group Inc. is a design, engineering and manufacturing company providing an array of equipment and services to the global power infrastructure, energy and process industries. The Products segment includes two primary product categories: Mechanical Solutions, which designs, engineers and manufactures a portfolio of equipment for utility-scale natural gas turbines, and Electrical Solutions, which provides custom-configured electrical houses and generator enclosures for various industries. The Services segment provides lifecycle maintenance, repair, on-site specialty support, outage management, construction and fabrication services for the power generation, industrial, chemical/petrochemical processing, and oil and gas industries. Its products portfolio span from auxiliary equipment for gas turbines to small, high alloy parts, such as seals, shims and brackets. It also offers a range of services that have been managing plant asset value.