MDC PARTNERS INC. (NASDAQ:MDCA) 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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
Appointment of Chief Operating Officer
On May 16, 2019, the Company entered into an employment agreement with Seth Gardner, to which Mr. Gardner will serve as the Company’s Chief Operating Officer. Mr. Gardner, age 51, served as Managing Director, Chief Operating Officer and Chief Legal Officer of The Carlyle Group’s credit division from 2014 to 2019. Mr. Gardner’s experience combines cross-functional operational, business and legal expertise.
Mr. Gardner’s term of employment will commence on June 17, 2019, and will continue for an indefinite period until terminated to the terms of the employment agreement. During the term of his employment, Mr. Gardner will receive an annual base salary of $500,000 and will be eligible to receive an annual discretionary bonus in an amount up to 100% of his base salary, to be determined in accordance with individual and financial performance criteria. Mr. Gardner will also be paid an initial cash bonus of $100,000 on or about January 15, 2020, subject to certain conditions. In the event of Mr. Gardner’s termination without cause or for “good reason”, he will be entitled to severance equal to six months’ base salary.
Mr. Gardner will be awarded an inducement grant of (i) 225,000 restricted Class A Shares and (ii) 225,000 stock appreciation rights in respect of the Class A Shares with a base price of $5.00. Beginning in 2020, Mr. Gardner will also be eligible to participate in the Company’s long-term incentive plans with an annual target award amount equal to $500,000.
The description contained herein of Mr. Gardner’s employment agreement is qualified in its entirety by reference to the terms of the employment agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 8.01 Other Events
On May 22, 2019, the Company issued a press release announcing the appointment of Mr. Gardner. A copy of this press release is attached as Exhibit 99.1 hereto.
(d) Exhibits.