Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 6, 2020, RigNet, Inc. (the "Company") issued a press release
announcing that its Board of Directors (the "Board") has appointed Errol Olivier
to serve as Senior Vice President and Chief Operating Officer of the Company,
effective immediately.
Prior to joining the Company, Mr. Olivier served as a strategic advisor to the
remote communications industry from July 2015 to January 2020. From May 2011 to
July 2015, Mr. Olivier worked as President of MTN Satellite Communications and
as Chief Executive Officer from December 2011 until July 2015. Mr. Olivier was
Chairman, President and Chief Executive Officer of Broadpoint from March 2008
until June 2010. He worked at CapRock Communications from 1990 until 2007 with
increasing levels of responsibility, serving as President and Chief Operating
Officer from January 2002 until he left the company.
Upon the commencement of his employment, Mr. Olivier will receive an annual base
salary of $310,000 and beginning in 2021 will be eligible to participate in the
Company's Short-Term Incentive Plan with a target payout of 100% of his base
salary. Mr. Olivier will also be recommended to the Board for participation in
the Company's Long-Term Incentive Plan in 2021 at 100% of his annual base
salary. The Company has agreed to issue a one-time inducement grant of equity
with a target value equal to 200% of his base salary, conditional upon continued
employment, achievement of Adjusted EBITDA (as defined by the Board), and stock
performance over a three-year period, with specific terms to be set forth in
mutually acceptable equity agreements.
There are no family relationships between Mr. Olivier and any director or
executive officer of the Company and there are no transactions between
Mr. Olivier and the Company that would be reportable under Item 404(a) of
Regulation S-K.
In addition, the Company announced in the same press release that Jay Hilbert,
Senior Vice President and Chief Sales Officer, will be leaving the Company as of
January 6, 2020, to pursue other opportunities. Pursuant to a severance
agreement the Company entered into with Mr. Hilbert, he will receive (i) a
severance payment of $285,000, (ii) COBRA benefits of $12,000, and
(iii) accelerated vesting of certain equity incentives. In addition, the Company
entered into a consulting agreement with Mr. Hilbert related to the transition
of certain matters through March 31, 2020, pursuant to which the Company will
pay Mr. Hilbert an additional $14,750 per month during the term of the agreement
and provides for certain incentive payments depending on achievement of specific
milestones.
Item 7.01. Regulation FD Disclosure.
A copy of the press release issued by the Company announcing the hiring of
Mr. Olivier and the departure of Mr. Hilbert is attached as Exhibit 99.1 to this
Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the foregoing
information, including Exhibit 99.1, shall not be deemed "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act") or otherwise subject to the liabilities of that section, nor shall such
information, including Exhibit 99.1, be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following is furnished as an exhibit to this Current Report on
Form 8-K:
Exhibit
Number Exhibit Description
99.1 Press Release of RigNet, Inc. issued on January 6, 2020.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RIGNET, INC.
By: /s/ Brad Eastman
Brad Eastman
Senior Vice President & General Counsel
Dated: January 6, 2020
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