ION Geophysical Corporation (NYSE:IO) 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; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 27, 2019, ION Geophysical Corporation (the “Company”) issued the attached press release announcing that Steve Bate, Executive Vice President and Chief Financial Officer, will be retiring and stepping down from his position as CFO effective February 1, 2020. Mr. Bate will remain with ION as a Strategic Advisor to the CEO until the end of June to facilitate a seamless transition.
Mr. Bate will be succeeded by Mike Morrison, age 49, as the Company’s Executive Vice President and Chief Financial Officer (Interim). Prior to his appointment as Executive Vice President and Chief Financial Officer (Interim), Mr. Morrison has exceled in a variety of senior positions in finance and accounting, mostly recently as Vice President of Finance and Treasurer, serving in that role since April 2016. Prior to serving as Vice President of Finance and Treasurer, Mr. Morrison served as Vice President of Finance (May 2013 – April 2016), Vice President and Corporate Controller (January 2007 – May 2013), Controller and Director of Accounting (November 2002 – January 2007) and Assistant Corporate Controller (June 2002 – November 2002). Since November 2016, Mr. Morrison has also served on the Board of Directors of INOVA Geophysical Equipment Limited, a joint venture between the Company and BGP, Inc., a subsidiary of China National Petroleum Corporation. Prior to joining the Company in 2002, Mr. Morrison was a Director of Accounting providing transaction support for an energy trading company and served as an Audit Manager at Deloitte. Mr. Morrison is a graduate of Texas A&M University with a Bachelor of Business Administration.
There are no arrangements or understandings between Mr. Morrison and any other persons, to which he was appointed to the office described above and no family relationships among any of the Company’s directors or executive officers and Mr. Morrison. Mr. Morrison does not have any direct or indirect interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K.
In connection with Mr. Bate’s transition and retirement, the Company and Mr. Bate entered into a Transition, Separation and Release Agreement dated as of January 3, 2020 (the “Separation Agreement”). The Separation Agreement, which contains a general release of claims in favor of the Company and provides that Mr. Bate will receive, among other things, in each case subject to applicable withholdings (i) a severance payment equal to $750,000, payable in substantially equal installments in accordance with the Company’s normal payroll practices commencing on January 17, 2021, provided that an initial payment of $187,500 shall be payable on January 3, 2021, (ii) a one-time payment of $281,250 representing the pro-rata share of Mr. Bate’s 2019 target annual bonus payment payable no later than February 29, 2020, and (iii) continuing medical and dental coverage for Mr. Bate and his spouse, and continuing life insurance coverage for Mr. Bate, for a 24-month period.
In addition, the Company will cause 89,430 shares of restricted Common Stock to become fully vested and the continued vesting of Mr. Bate’s unvested stock options and SARs through the separation date and the continued right to exercise vested options and vested SARs through September 30, 2020 or December 27, 2020, as detailed in the agreement. The Separation Agreement is subject to revocation by Mr. Bate for a period of seven (7) days following execution.
The foregoing summary description of the Separation Agreement is qualified in its entirety by reference to the full text of the agreement, filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
ION GEOPHYSICAL CORP Exhibit
EX-10.1 2 exhibit101cfotransitionsep.htm EXHIBIT 10.1 SEPARATION AGREEMENT Exhibit Exhibit 10.1TRANSITION,…
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About ION Geophysical Corporation (NYSE:IO)
ION Geophysical Corporation is a technology focused company that provides geophysical technology, services and solutions to the global oil and gas industry. The Company offers services and products through four segments: Solutions, Systems, Software and Ocean Bottom Services (OBS). The Company’s Solutions segment provides over two service activities: Ventures group and Imaging Services group. The Company’s Systems segment’s products include Marine Acquisition Systems, Marine Positioning Systems and Geophones. The Company’s Software segment provides command and control software systems, related software and services for towed marine streamer, and seabed operations, as well as survey design. The Company, through OceanGeo B.V., offers an integrated OBS solution, which includes expert survey design, planning and optimization, superior data captured using multicomponent acquisition systems available to OceanGeo; data acquisition, and data processing, interpretation and reservoir services.
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