Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 13, 2016, Harte Hanks, Inc. (the Company) announced that on December 12, 2016, Douglas C. Shepard had resigned as the Companys Chief Financial Officer (CFO), effective December 31, 2016. Mr. Shepards resignation did not result from any disagreements regarding the Companys financial reporting or accounting policies, procedures, estimates or judgments. The Company will conduct a formal search to identify a new Chief Financial Officer.
In connection with the departure of Mr. Shepard, the Company appointed Robert L. R. Munden to serve as interim Chief Financial Officer, effective January 1, 2017. Mr. Munden, 48, is currently the Companys Executive Vice President, General Counsel and Secretary and will continue to serve in this role while assuming the interim responsibilities of the Chief Financial Officers office.
Mr. Munden joined the Company in April 2010 as the Companys Senior Vice President, General Counsel and Secretary. From April 2005 through March 2010, Mr. Munden served as Vice President and Corporate Counsel of Safeguard Scientifics, Inc. From June 2002 through April 2005, he served as Corporate Counsel, North America for Taylor Nelson Sofres, a market research company (now a division of WPP plc). Prior to that, Mr. Munden served as General Counsel to an online marketing and database services firm, as an associate with a corporate law firm and as an armor and cavalry officer in the U.S. Army.
Transition Compensation
On December 14, 2016, the Companys board of directors approved the following compensation with respect to Mr. Munden: (i) an increase in his annual base salary from $316,700 to $376,700 for so long as he serves as the Companys CFO; and (ii) a retention bonus of $125,000 (the Retention Bonus), payable on the earlier of (a) December 31, 2017 or (b) the occurrence of a change in control (as defined in the form Amended & Restated Severance Agreement previously filed as Exhibit 10.1 to the Companys Form 8-K, dated March 19, 2015) (the Retention Date). However, if Mr. Mundens employment with the Company terminates prior to the Retention Date, the right to receive a Retention Bonus is forfeited.
In addition, the Companys board of directors also approved a form of consulting agreement (the Consulting Agreement) under which Mr. Shepard will provide transitional services to the Company at an hourly rate of $175, effective January 1, 2017. Mr. Shepard will not receive any other termination or severance benefits.
The foregoing summaries of the Retention Bonus and Consulting Agreement do not purport to be complete and each is subject to, and qualified in its entirety by, the full text of the Retention Bonus Letter and Consulting Agreement, as filed as an exhibit hereto.