Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
March 23, 2017, the Board of Directors of Ballantyne Strong, Inc. (the “Company”) appointed Lance V. Schulz as Senior
Vice President, Chief Financial Officer and Treasurer of the Company, effective as of March 29, 2017.
Mr.
Schulz, age 49, served as Managing Director, Accounting for TD Ameritrade Holding Corporation (NASDAQ: AMTD), a publicly traded
U.S. securities broker/dealer, where he managed accounting, corporate tax and external reporting functions, from 2007 to 2016.
Prior to that, he served as Director, External Reporting, for TD Ameritrade Holding Corporation from 2000 to 2007. Mr. Schulz
has served as a consultant for publicly-traded and privately-held companies on finance, technical accounting and SEC financial
reporting matters since 2016. Prior to TD Ameritrade, he held positions with Werner Enterprises, Inc. (NASDAQ: WERN), a publicly
traded global transportation provider of freight management and supply chain solutions, including Director of Accounting from
1996 to 2000 and Manager of Financial Reporting from 1994 to 1996. From 1990 to 1994, he was a Senior Associate at Coopers &
Lybrand (now known as PricewaterhouseCoopers). Mr. Schulz holds a B.S.B.A. in Accounting from the University of Nebraska-Omaha.
He is a CPA (inactive) and a member of the American Institute of Certified Public Accountants and the Nebraska Society of Certified
Public Accountants.
Mr.
Schulz’s employment agreement (the “Employment Agreement”) with the Company provides for an annual base salary
of $250,000, and he will be eligible for performance-based compensation in the form of an annual bonus targeted at $150,000, payable
partly in cash and partly through equity awards as determined by the Compensation Committee. The bonus will be subject to the
achievement of performance metrics and other criteria as determined by the Compensation Committee. As a signing bonus, the Company
has agreed to grant, within 30 days of the entry into the Employment Agreement, to Mr. Schulz a stock option to purchase 40,000
shares of the Company pursuant to the Company’s 2010 Long-Term Incentive Plan, which option will vest over a period of four
years from the date of grant. He will also be eligible to participate in the Company’s 401(k), medical, dental and vision
plans and certain other benefits available generally to employees of the Company. The Employment Agreement contains customary
non-competition and non-solicitation covenants.
The
foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment
Agreement, copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Mr.
Ryan M. Burke, who has served as Senior Vice President, Chief Financial Officer and Treasurer of the Company since September 2016,
will continue as Corporate Controller, effective as of March 29, 2017.
Mr.
Burke, age 37, joined the Company in January 2015 as Corporate Controller and was responsible for preparation of SEC filings and
coordinating internal audit, external audit and tax preparation activities. From September 2016 to March 2017, he served as our
Senior Vice President, Chief Financial Officer and Treasurer of the Company. From November 2008 to December 2014, Mr. Burke served
as Portfolio Company Controller for Tenaska Capital Management, LLC, an investment company, where he had direct responsibility
for financial reporting and control environment functions of multiple portfolio companies. From October 2002 to October 2008,
he was an audit manager for KPMG, LLP. Mr. Burke holds a Bachelor of Science degree in business administration from Creighton
University. He is a CPA (inactive) and a member of the American Institute of Certified Public Accountants and the Nebraska Society
of Certified Public Accountants. Mr. Burke’s compensation is disclosed in the Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 3, 2017.
To
the Company’s knowledge, there are no arrangements or understandings between Mr. Schulz or Mr. Burke and any other person
pursuant to which they were selected for their positions. In addition, there are no family relationships between Mr. Schulz or
Mr. Burke and any directors or executive officers of the Company, and no transactions are required to be reported under Item 404(a)
of Regulation S-K between either of them and the Company.