SPANISH BROADCASTING SYSTEM, INC. (NASDAQ:SBSA) 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.
Retirement of Mr. Joseph A. García
Mr. Joseph A. Garcia has retired from his role as Senior Executive Vice President, Chief Financial Officer, Chief Administrative Officer and Secretary of Spanish Broadcasting System, Inc. (the “Company”) effective as of January 28, 2019.Mr. Garcia served as the Company’s Chief Financial Officer since 1984.The Company thanks Mr. Garcia for his many years of dedicated service to the Company.Mr. Garcia will continue to serve on the Board of Directors of the Company and serve in a senior advisory role to the Company.The Company and Mr. Garcia intend to enter into a Separation and Transition Services Agreement documenting the terms of Mr. Garcia’s retirement and transition to a senior advisory role.
Appointment of Mr. Jose I. Molina
Mr. Jose I. Molina has been appointed Chief Financial Officer of the Company effective as of January 28, 2019. Mr. Molina, 46, has over 20 years of experience in corporate finance leadership and public accounting roles, including broad experience in mergers and acquisitions, capital markets and corporate restructuring.Prior to his appointment, Mr. Molina was the Senior Vice President and Chief Financial Officer, Networks at Univision Communications.Prior to Univision, he was President and Chief Financial Officer at MundoMax (formerly known as MundoFOX), a Spanish-language broadcast television network that had over 50 affiliate stations nationwide. Prior to MundoMax, from 2001 – 2015, Mr. Molina was the Senior Vice President of Finance of the Company and served as a member of the senior management team, advisor to the C-suite and liaison with the investment community. Mr. Molina has been a Certified Public Accountant (CPA) in Florida since 1997.He holds a Master of Professional Accounting and a Bachelor of Science in Accounting with Honors from the Fischer School of Accounting at the University of Florida.
The Company has entered into an employment agreement with Mr. Molina effective as of January 28, 2019 (the “Employment Agreement”).The Employment Agreement provides that Mr. Molina will serve as Chief Financial Officer for a three-year term.The Employment Agreement provides for a base salary of $400,000 for the first year, $450,000 in the second year and $475,000 in the third year.In addition, Mr. Molina will be eligible to earn an annual discretionary bonus in the amount recommended by the Chairman and Chief Executive Officer and approved by the Compensation Committee.Mr. Molina is entitled to participate in all employee benefit plans and policies of the Company, including if eligible, health care coverage, vacation, sick leave and other benefits extended to executives of the Company.Mr. Molina is entitled to an automobile allowance of $1,300 per month.
Mr. Molina’s employment under the Employment Agreement shall terminate: (a) by reason of Mr. Molina’s death, (b) for failure to render service, (c) for Cause (as defined in the Employment Agreement), and (d) without Cause.If Mr. Molina’s employment is terminated by the Company without Cause or Mr. Molina elects to terminate his employment following a Change of Control (as defined in the Employment Agreement), the Company will pay a severance allowance equal to one year of his base salary.If Mr. Molina’s employment is terminated by the Company other than without Cause, the Company will pay his accrued base salary and all other benefits accrued through the date of termination.
Under the terms of the Employment Agreement, Mr. Molina has agreed not to disclose any confidential information concerning the Company’s business.In addition, Mr. Molina has agreed not to solicit or to interfere with the Company’s relationship with any of the Company’s employees or independent contractors or to interfere with the Company’s relationship with any person or entity with which the Company had any contractual or business relationship until one year following termination of his employment.
Mr. Molina has been granted an option to purchase 75,000 shares of common stock which will vest to the following schedule: (i) 25,000 vest upon the six-month anniversary of the grant date; (ii) 25,000 vest upon the eighteenth-month anniversary of the grant date; and (iii) 25,000 vest upon the thirtieth month anniversary of the grant date.
The preceding description of the Employment Agreement is a summary and is qualified in its entirety by reference to the Employment Agreement, to be filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
There is no arrangement or understanding between Mr. Molina and any other person to which he was appointed Chief Financial Officer.There are no family relationships between Mr. Molina and any of the Company’s directors and executive officers.The Company has not entered into any transactions with Mr. Molina that would require disclosure under Item 404(a) of Regulation S-K.
About SPANISH BROADCASTING SYSTEM, INC. (NASDAQ:SBSA)
Spanish Broadcasting System, Inc. (SBS) is a Spanish-language media and entertainment company with radio and/or television stations in the United States Hispanic markets, including Puerto Rico. The Company operates in two segments: radio and television. The Company owns and operates radio stations in approximately six Hispanic markets in the United States: Los Angeles, New York, Puerto Rico, Chicago, Miami and San Francisco. Its television stations and related affiliates operate under the MegaTV brand. It produces and distributes original Spanish-language content, including radio programs, television shows, music and live entertainment through its multi-media platforms. It also maintains multiple bilingual Websites, including www.lamusica.com, Mega.tv and various station Websites that provide content related to Latin music, entertainment, news and culture, as well as the LaMusica mobile application. LaMusica also streams its stations’ content.