PCTEL, Inc. (NASDAQ:PCTI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k

8 years ago

PCTEL, Inc. (NASDAQ:PCTI) 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 March 15, 2017, the Board of Directors (the Board) of PCTEL,
Inc. (the Company or PCTEL), upon the recommendation of the
Compensation Committee of the Board, approved base salaries and
fiscal 2017 incentives for the named executive officers, as
described below.

Base Salaries

The Compensation Committee based its recommendation to the Board
with respect to base salaries of the named executive officers on
the assessment of the performance, experience and
responsibilities of each named executive officer, the Companys
performance, and recommendations provided by the Committees
independent compensation consultant.

Officer Name	Title	Base Salary
David A. Neumann	Chief Executive Officer	$	350,000
John W. Schoen	Senior Vice President Chief Financial Officer	$	300,200
Rishi Bharadwaj	Senior Vice President General Manager, Connected Solutions	$	270,000
Jeffrey A. Miller	Senior Vice President General Manager, RF Solutions	$	270,000
Martin H. Singer	Vice Chair	$	315,000

^{___________________}

¹Increased effective
January 2, 2017 in connection with Mr. Neumanns promotion to his
current role, as disclosed in the Current Report on Form 8-K
dated September 20, 2016.

²Increased effective
April 1, 2017.

³Increased effective
January 1, 2017 in connection with Mr. Bharadwajs and Mr. Millers
promotions to their current roles, as disclosed in the Current
Report on Form 8-K dated November 21, 2016.

⁴Established effective
January 2, 2017 in connection with Mr. Singers transition from
the role of Chairman and Chief Executive Officer to his current
role, as disclosed in the Current Report on Form 8-K dated
September 20, 2016.

Adoption of 2017 Short-Term Incentive Plan

The Board adopted and approved a simplified Short Term Incentive
Plan for 2017 (the 2017 STIP). The 2017 STIP is designed to
provide incentive awards for the Chief Executive Officer, the
other named executive officers and certain other employees of
PCTEL based on the achievement of specifically-identified,
short-term corporate and business segment goals for 2017.

The material terms of the 2017 STIP included the following:

Incentive awards under the 2017 STIP will be paid in
cash.

For Mr. Neumann and Mr. Schoen, 50% of their STIP
incentive award will be based on adjusted EBITDA at the
corporate level. For Mr. Bharadwaj and Mr. Miller, 50% of
their STIP incentive award will be based on adjusted
EBITDA for the business segments that they lead, meaning
the Connected Solutions segment for Mr. Bharadwaj and the
RF Solutions segment for Mr. Miller.Mr. Singer will not
participate in the 2017 STIP.

Adjusted EBITDA for PCTEL, or the relevant business
segment, will be the performance criteria used to
calculate the 2017 STIP incentive awards.Adjusted EBITDA
is a non-GAAP measure that is defined as operating profit

from continuing operations plus depreciation,
amortization, impairment of goodwill or intangible
assets, and stock-based compensation. The difference
between Adjusted EBITDA at the corporate level and the
business segment level is that corporate costs are not
allocated to the segments.

If the threshold, plan or maximum goals for adjusted
EBITDA are achieved at the corporate level, or at the
applicable business segment level, the payments under the
2017 STIP will be as follows:

Officer Name	Title	At Threshold	At Plan	At Maximum
		(% of base salary)	(% of base salary)	(% of base salary)
David A. Neumann	Chief Executive Officer	32.5
John W. Schoen	Senior Vice President Chief Financial Officer	28.75	57.5
Rishi Bharadwaj	Senior Vice President General Manager, Connected Solutions	28.75	57.5
Jeffrey A. Miller	Senior Vice President General Manager, RF Solutions	28.75	57.5

The Compensation Committee will review and approve the
calculation of the incentive awards under the 2017 STIP
during the first quarter of 2018.

Adoption of 2017 Long-Term Incentive Plan

The Board also approved the grant of long-term incentive equity
awards under the Companys Stock Plan.The simplified Long-Term
Incentive Plan for 2017 (2017 LTIP) employs service-based
vesting.The number of restricted shares awarded under the 2017
LTIP was substantially reduced from previous years, and the
restricted shares will vest in their entirety on the second
anniversary of the grant date, versus in equal annual increments
over a four-year period.Each named executive officer must be an
employee of the Company on the vesting date in order to receive
the equity award.Mr. Singer will not participate in the 2017
LTIP.

Name and Title	Number of RestrictedShares Awarded
David A. Neumann		20,000
Chief Executive Officer
John W. Schoen		14,000
Senior Vice President Chief Financial Officer
Rishi Bharadwaj		14,000
Senior Vice President General Manager, Connected Solutions
Jeffrey A. Miller		14,000
Senior Vice President General Manager, RF Solutions

About PCTEL, Inc. (NASDAQ:PCTI)
PCTEL, Inc. (PCTEL) delivers telecom solutions. The Company operates in two segments: Connected Solutions and RF Solutions. The RF Solutions segment develops and provides test equipment, software and engineering services for wireless networks. The Connected Solutions segment designs and delivers antennas and site solutions for wireless networks globally. PCTEL antennas and site solutions support networks across the world, including Supervisory Control and Data Acquisition (SCADA) for oil, gas and utilities, fleet management, industrial operations, healthcare, small cell and network timing deployment, defense, public safety, education and broadband access. Its SeeGull flex scanning receivers are used around the world for indoor and drive test applications, including baseline testing, acceptance testing, spectrum clearing, troubleshooting and network optimization. PCTEL provides wireless network testing, commissioning, optimization, design, integration and consulting services. PCTEL, Inc. (NASDAQ:PCTI) Recent Trading Information
PCTEL, Inc. (NASDAQ:PCTI) closed its last trading session down -0.20 at 5.60 with 58,590 shares trading hands.