PFSweb, Inc. (NASDAQ:PFSW) Files An 8-K Changes in Control of Registrant

PFSweb, Inc. (NASDAQ:PFSW) Files An 8-K Changes in Control of Registrant
Item 5.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On April 1, 2019, PFSweb, Inc. (the “Company”) announced the appointment of Mr. Anu Jain as the Executive Vice President, General Manager of its LiveArea business unit.

Mr. Jain joins the Company from Think Big Analytics’ Americas, a Teradata company, where he served as the General Manager.

Mr. Jain, age 41, has an extensive background in consulting and digital transformation and will be an asset to the Company’s LiveArea segment of the business. Mr. Jain previously co-founded Janus consulting Partners, a consultancy company focused on information management, agile business intelligence and tax data management. Mr. Jain also held positions at IBM and at Deloitte Consulting, including Director and Chief People Officer for the technology practice.Mr. Jain holds a Bachelor of Science in Industrial Engineering from the Georgia Institute of Technology.

In connection with his appointment, the Company and Mr. Jain have entered into a written employment agreement (the “Employment Agreement”), which provides for the following compensation terms for Mr. Jain. to the Employment Agreement, Mr. Jain will receive a base salary of $380,000 per year. Mr. Jain is eligible to participate in the Company’s performance based incentive bonus program, including a short-term and long-term component. Mr. Jain’s targeted short-term incentive bonus is targeted at a total of $170,000 comprised of a potential cash and stock award. His targeted long-term incentive bonus is $250,000 comprised of restricted stock units (50%) which would vest over three (3) years in annual installments subject to continued employment and performance based restricted stock units (50%) which would vest over three (3) years dependent on the Company’s share price performance meeting or exceeding a stated public company market index performance.Mr. Jain is eligible to participate in the Company’s employee benefit plans as in effect from time to time on the same basis as generally made available to other senior executives of the Company.

In addition, the Employment Agreement also provides for certain payments and benefits in the event of a termination of his employment under specific circumstances. If, during the term of the Employment Agreement, his employment is terminated by the Company other than for “cause,” death or disability or by Mr. Jain for “good reason” (each as defined in his agreement), he would be entitled to any earned and unpaid salary, vested and accrued but unpaid bonus, unpaid expense reimbursement and any accrued and vested benefits under the Company’s plans. Mr. Jain would also continue to receive his base salary for a 6 month period if terminated within the first year of employment and for a 12 month period if terminated after the first year.

The foregoing description of the Employment Agreement is a summary and is qualified in its entirety by reference to the Employment Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein. A copy of the press release issued by the Company announcing Mr. Jain’s appointment is filed as Exhibit 99.1 hereto and is incorporated by reference herein.

In connection with this appointment, the Company and Travis Hess, formerly the Company’s Chief Revenue Officer and General Manager of LiveArea, mutually agreed to a separation with Mr. Hess seeking new opportunities. Mr. Hess has agreed to assist the Company with the transition of management for two months.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

PFSWEB INC Exhibit
EX-10.1 2 pfsw-ex101_19.htm EX-10.1 pfsw-ex101_19.htm   Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of April 1,…
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About PFSweb, Inc. (NASDAQ:PFSW)

PFSWEB, Inc. is a global provider of omni-channel commerce solutions, including a range of technology, infrastructure and professional services. The Company’s service offerings include Website design, creation and integration, digital agency and marketing, e-commerce technologies, order management, customer care, logistics and fulfillment, financial management and professional consulting. It operates through two segments: PFSweb, and Business and Retail Connect. PFSweb is a global provider of various infrastructure, technology and digital agency solutions and operates as a service fee business. In the Business and Retail Connect segment, subsidiaries of the Company purchase inventory from clients and resell the inventory to client customers. Its solutions support direct-to-consumer (DTC), business-to-business (B2B) and retail sales channels. It markets its solutions as PFSweb’s End2End eCommerce solution.

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