Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
|
Amendment to Employment Agreement with Vivek Gupta, Chief Executive Officer and
President.
On March 10, 2021, Mastech Digital, Inc. (the Company) amended its Fourth Amended and Restated Executive Employment
Agreement, dated as of March 20, 2019 (the Gupta Employment Agreement), with Vivek Gupta, the Companys Chief Executive Officer and President, by replacing the prior compensation schedule attached thereto with a revised
compensation schedule (the Revised Gupta Compensation Schedule).
The Revised Gupta Compensation Schedule is effective April 1, 2021 and
amends the Gupta Employment Agreement by providing that (i) Mr. Guptas base salary shall be $540,000 per year, subject to review and modification annually by the Company; and (ii) Mr. Gupta is eligible to earn an annual
performance-based cash bonus of $210,000 (the Gupta Performance-Based Cash Bonus) for the achievement of certain financial and operational targets, which targets, and the bonus dollars tied to such targets, will be determined by the
Companys Board of Directors on an annual basis.
Under the Revised Gupta Compensation Schedule, $105,000 of the Gupta Performance-Based Cash Bonus
for the 2021 calendar year will be based on (i) the Companys IT Staffing Services segment (ITS) revenues; (ii) ITS Non-GAAP EBITDA; and (iii) ITS Gross Profit Dollars. The
remaining $105,000 of the Gupta Performance-Based Cash Bonus for the 2021 calendar year is based on the reduction of the percentage of ITS employees who are H1-B visa holders.
Except as amended by the Revised Gupta Compensation Schedule, the terms of the Gupta Employment Agreement are unchanged and remain in full force and effect.
Amendment to Employment Agreement with Paul Burton, Chief Executive of Mastech InfoTrellis, Inc.
On March 10, 2021, Mastech InfoTrellis, Inc. (Mastech InfoTrellis), a wholly owned subsidiary of the Company, amended its Executive
Employment Agreement, dated December 12, 2018 (the Burton Employment Agreement), with Paul Burton, the Chief Executive of Mastech InfoTrellis, by replacing the prior compensation schedule attached thereto with a revised compensation
schedule (the Revised Burton Compensation Schedule).
The Revised Burton Compensation Schedule, dated March 10, 2021, amends the Burton
Employment Agreement by providing that (i) Mr. Burtons base salary, which is subject to review and modification annually by Mastech InfoTrellis, shall be $450,000 for the 2021 fiscal year; (ii) Mr. Burton is eligible to
earn an annual performance-based cash bonus of $200,000 (the Burton Performance-Based Cash Bonus) for the achievement of certain financial and operational targets, which targets, and the bonus dollars tied to such targets, will be
determined by the Companys Board of Directors on an annual basis; and (iii) Mr. Burton is granted an award of a non-qualified stock option to purchase 160,000 shares of the Companys common stock pursuant to the
Companys Stock Incentive Plan, vesting in four equal annual installments beginning on the first anniversary of the February 10, 2021 grant date.
Under the Revised Burton Compensation Schedule, $140,000 of the Burton Performance-Based Cash Bonus for the 2021 calendar year will be based on (i) the
bookings for Mastech InfoTrellis, which represents the Companys Data and Analytics Services segment (D&A); (ii) D&A Revenues; and (iii) D&A Non-GAAP EBITDA. The remaining
$60,000 of the Burton Performance-Based Cash Bonus for the 2021 calendar year is subjective and based upon performance criteria to be established by the Company.
Except as amended by the Revised Burton Compensation Schedule, the terms of the Burton Employment Agreement are unchanged and remain in full force and effect.
Amendment to Employment Agreement with John J. Cronin, Jr., Chief Financial Officer.
On March 10, 2021, the Company amended its Third Amended and Restated Executive Employment Agreement, dated as of March 20, 2019 (the Cronin
Employment Agreement), with John J. Cronin, Jr., the Companys Chief Financial Officer, by replacing the prior compensation schedule attached thereto with a revised compensation schedule (the Revised Cronin Compensation
Schedule).
The Revised Cronin Compensation Schedule is effective April 1, 2021 and amends the Cronin Employment Agreement by providing that
(i) Mr. Cronins base salary shall be $404,250 per year, subject to review and modification annually by the Company; and (ii) Mr. Cronin is eligible to earn an annual performance-based cash bonus of $150,000 (the
Cronin Performance-Based Cash Bonus) for the achievement of certain financial and operational targets, which targets, and the bonus dollars tied to such targets, will be determined by the Companys Chief Executive Officer on an
annual basis.