Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
|
(c) Schmitt Industries, Inc. (Registrant or the Company) has
appointed Jamie Schmidt as Chief Financial Officer of the Company, effective as of January 14, 2020.
A copy of the press release that includes the
announcement of the above is furnished as Exhibit 99.1 to this report.
Mr. Schmidt, age 30, most recently served as Schmitts Controller from
October 2019 through January 2020. Prior to his role as Controller he served as Schmitts Business Development and Financial Analyst since February 2019, where he was vital in the SBS/Tosei diligence process and the successful sale of the
business unit. Prior to Schmitt Mr. Schmidt was an analyst at Sententia Capital Management (Sententia) from 2016-2019. Prior to joining Sententia, Mr. Schmidt was an analyst in the Mergers & Acquisitions Department at Craig-Hallum
Capital Group, where he closed sell-side engagements in the lower middle market. Mr. Schmidt has a B.S. from Florida State University magna cum laude and attended Columbia Business School, MBA, Value Investing Program.
During the last two years, there have been no transactions or proposed transactions by the Company in which Mr. Schmidt has had or is to have a direct or
indirect material interest, and there are no family relationships between Mr. Schmidt and any of the Companys other executive officers or directors. As disclosed in the Companys public filings, the Company entered into a consulting
agreement with Sententia, where Sententia has agreed to provide executive management services to the Company, which shall be performed by Mr. Zapata in his role as CEO. As contemplated by the terms of the agreement, the Company will pay to Sententia
compensation in the amount of $14,000 per month for the term of the agreement, which is defined as July 30, 2019 through July 31, 2020 unless extended or earlier terminated.
(d) On January 14, 2020, the Registrant entered into an executive employment agreement with Mr. Schmidt.
Pursuant to the terms of the agreement, Mr. Schmidt is entitled to receive (i) an annualized salary of $164,000, (ii) a signing bonus of 7,777 fully
vested shares of restricted common stock, (iii) a total of 18,000 market-based restricted stock units to vest at set target prices, and (iv) upon achieving certain performance-based objectives determined by the CEO and Compensation
Committee, an RSU bonus up to an amount equivalent to $82,000 and other discretionary bonuses as determined by the CEO and Compensation Committee and approved by the Board of Directors.
The 18,000 market-based restricted stock units shall vest in accordance with the schedule set forth below.
|
|
|
|
|
Number of RSUs Vested
|
|
Target Price
|
|
3,000
|
|
$
|
4.00
|
|
3,000
|
|
$
|
4.20
|
|
3,000
|
|
$
|
4.40
|
|
3,000
|
|
$
|
4.60
|
|
3,000
|
|
$
|
4.80
|
|
3,000
|
|
$
|
5.00
|
|
The foregoing description of the employment agreement does not purport to be complete and is qualified in its entirety by
reference to the executive employment agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.