Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Departure of Chief Executive Officer
On April 5, 2023, TransAct Technologies Incorporated (the "Company") announced
that on April 4, 2023, Bart C. Shuldman had stepped down as the Company's Chief
Executive Officer and as a director of the Company, effective immediately (the
"Effective Time"). Mr. Shuldman's resignation as director is not due to any
disagreement with the Company on any matter relating to the Company's
operations, policies or practices.
Any material compensatory agreements or material amendments or modifications of
existing agreements entered into with Mr. Shuldman in connection with his
departure will be filed within four business days following their execution as
an exhibit to an amendment to this Current Report on Form 8-K.
The Board of Directors of the Company (the "Board") reduced its size from seven
to six directors, effective at the Effective Time, eliminating the vacancy
created by Mr. Shuldman's departure.
Appointment of Interim Chief Executive Officer
On April 4, 2023, the Board appointed John M. Dillon, a Board member, to serve
as interim Chief Executive Officer of the Company, effective as of the Effective
Time. In this capacity, Mr. Dillon will serve as the Company's principal
executive officer. Mr. Dillon will continue to serve on the Board but has
stepped down from his position as Audit Committee chair and from his membership
on each of the committees of the Board. The Board has elected Emanuel P. N.
Hilario to replace Mr. Dillon as chair of the Audit Committee, effective as of
the Effective Time. Given Mr. Hilario's new responsibilities as Audit Committee
chair, effective as of the Effective Time, the Board elected Randall Friedman to
replace Mr. Hilario as Chair of the Compensation Committee and Haydee Ortiz
Olinger to replace Mr. Friedman as chair of the Nominating and Corporate
Governance Committee.
Mr. Dillon, 73, has served as a director of the Company since 2011. Mr. Dillon
has been the Chairman of the Board of Directors of Aerospike, the world's first
flash-optimized database and the fastest database at scale, since January 2022
and served as CEO of Aerospike from January 2015 to January 2022. Prior to
joining Aerospike, Mr. Dillon served as CEO of Engine Yard, Inc., the leading
cloud platform for automating and developing Ruby on Rails and PHP applications,
from 2009 to 2014. He served as CEO for Navis, Inc., a private company
specializing in software systems for operating large marine container terminals
and distribution centers, from 2002 to 2008. Before Navis, he also served as CEO
for Salesforce.com and President and CEO of Hyperion Solutions. He began his
career as a Systems Engineer for EDS (Electronic Data Systems) and then moved
into a variety of sales management positions for various high-tech companies,
including Oracle Corporation. Mr. Dillon holds a Bachelor's degree in
Engineering from the United States Naval Academy and an MBA from Golden Gate
University. He served on active duty in the nuclear submarine service for five
years before beginning his civilian career.
There is no arrangement or understanding between Mr. Dillon and any other person
pursuant to which Mr. Dillon has been appointed as interim Chief Executive
Officer. There are no family relationships between Mr. Dillon and any of the
Company's other directors or executive officers, and Mr. Dillon is not a party
to any transaction, or any proposed transaction, required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Dillon's appointment as interim Chief Executive Officer,
the Company and Mr. Dillon have agreed in principle to the following
compensation terms, subject to the negotiation and execution of a letter
agreement documenting such terms and subject to the other terms, conditions,
qualifications and limitations to be set forth in such agreement:
· An annual base salary of $600,000;
· Eligibility for a target annual bonus of $200,000, based on achievement of
certain financial and strategic objectives and subject to certain eligibility
criteria to be documented in the agreement, pro-rated for the portion of the
2023 fiscal year for which Mr. Dillon serves as interim Chief Executive
Officer;
· Eligibility, subject to availability of sufficient shares under the Company's
2014 Equity Incentive Plan, as amended and restated (the "Plan"), and approval
of the Compensation Committee of the Board, and on the terms (including vesting
terms) and subject to the conditions to be set forth in related award
agreements, for a one-time award under the Plan of (a) stock-settled,
service-based RSUs valued at $370,000 on the date of grant under a
Black-Scholes valuation model and (b) options to purchase Company common stock
valued at $370,000 on the date of grant under a Black-Scholes valuation; and
· Eligibility to participate in all employee benefit plans, policies and programs
of the Company applicable to senior executives, vacation time in accordance
with the Company's policies as in effect from time to time, and reimbursement
of reasonable and documented business, travel and entertainment expenses
incurred in the performance of Mr. Dillon's duties as interim Chief Executive
Officer in accordance with the Company's expense reimbursement policy.
The Company will amend this Current Report on Form 8-K within four business days
following entry into any such agreement or arrangement with Mr. Dillon to
provide the information required by this Item in connection therewith.
Item 7.01 Regulation FD Disclosure.
On April 5, 2023, the Company issued a press release announcing the departure of
Mr. Shuldman and the appointment of Mr. Dillon as interim Chief Executive
Officer. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
The information furnished in this Item 7.01, including Exhibit 99.1, shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that section, nor
shall such information be deemed incorporated by reference in any filing under
the Securities Act, regardless of any general incorporation language in such
filing, except as shall be expressly set forth by specific reference in such
filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
99.1 Press Release of TransAct Technologies Incorporated dated April 5,
2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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