Mattersight Corporation (NASDAQ:MATR) 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
(b) On January 3, 2017, Mattersight Corporation (the “Company”)
announced that it hired David Mullen as its Senior Vice President
and Chief Financial Officer, effective as of January 3, 2017.As
the Companys Senior Vice President and Chief Financial Officer,
Mr. Mullen will also act as the Companys principal financial
officer.
In connection with the appointment of Mr. Mullen to the role of
Senior Vice President and Chief Financial Officer, David
Gustafson resigned from his role as Interim Chief Financial
Officer, effective as of January 3, 2017.Mr. Gustafson will
continue in his role as Executive Vice President and Chief
Operating Officer of the Company. As a result, Mr. Gustafson will
no longer serve as the Companys principal financial officer.
A copy of the Company’s press release announcing Mr. Mullens
appointment is attached hereto as Exhibit 99.1.
(c) The information disclosed in Item 5.02(b) of this Current
Report on Form 8-K is incorporated herein by reference.
Mr. Mullen, 66, has served as a member of the Companys board of
directors since March 2009. Prior to joining the Company as its
Senior Vice President and Chief Financial Officer, Mr. Mullen
acted as an independent consultant until December 2016. Mr.
Mullen is the former Executive Vice President and Chief Financial
Officer of Navteq Corporation, having held that position from
December 2002 to January 2010. Navteq was acquired by Nokia
Corporation (NYSE: NOK) in July 2008.Mr. Mullen served as a
director and Audit Committee member of Avid Technology, Inc.
(NASDAQ: AVID) until October 2014. He currently serves as a
director and Audit Committee member of Angies List, Inc. (NASDAQ:
ANGI).
The Company entered into an Executive Employment Agreement with
Mr. Mullen, effective January 3, 2017 (the Agreement).The
material components of Mr. Mullens compensation package under the
Agreement are as follows: (i) an annual base salary of $325,000,
less standard payroll deductions and withholdings; (ii) a target
annual bonus of $300,000; (iii) severance benefits payable on
termination of Mr. Mullens employment, whether by the Company
without cause or by Mr. Mullen for good reason, equal to six
months’ salary, 50% of the average of his current year’s
estimated bonus and prior year’s actual bonus, six months’
continuation of health benefits, and six months’ additional
vesting of his stock awards; and (iv) severance benefits payable
upon termination of Mr. Mullens employment due to Mr. Mullens
death or disability equal to 12 months’ salary, 50% of the
average of his current year’s estimated bonus and prior year’s
actual bonus, 12 months’ continuation of health benefits, and 12
months’ additional vesting of his stock awards. In addition,
subject to approval by the compensation committee of the Companys
board of directors, Mr. Mullen will receive a restricted stock
award under the Companys 1999 Stock Incentive Plan, as amended
and restated as of February 17, 2016, of 275,000 shares of the
Companys common stock. to the terms of the Agreement, this
restricted stock award will vest over a three-year period
commencing on February 28, 2017, provided Mr. Mullen remains
employed by the Company through each vesting date.Under the
Agreement, Mr. Mullen is also subject to certain non-competition
and non-solicitation restrictions for one year following the
termination of his employment with the Company. The foregoing
summary of the Agreement is qualified in its entirety by
reference to the Agreement, which is attached as Exhibit 10.1
hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
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10.1 |
Executive Employment Agreement, dated January 3, 2017, |
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99.1 |
Press Release, dated January 3, 2017, announcing the |