Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Financial Officer Succession
On April 14, 2021, Douglas B. Woodworth, Chief Financial Officer of Steel Connect, Inc. (the “Company”), informed the Company of his decision to step down from his position with the Company, Steel Partners Holdings L.P. (“Steel Partners”) and their respective subsidiaries, effective April 18, 2021. Mr. Woodworth will remain employed in an advisory role to assist with his transition through April 30, 2021 (the “Separation Date”). The Company thanks Mr. Woodworth for his contributions.
On April 15, 2021, Jason Wong was appointed as the Company’s Chief Financial Officer, effective upon Mr. Woodworth’s departure from such role on April 18, 2021. Mr. Wong was most recently with Tiffany & Co. where he was Vice President – Treasurer & Investor Relations. Prior to Tiffany & Co., Mr. Wong was with Newell Brands Inc./Jarden Corp. as the Chief Administrative Officer for Europe. He holds an MBA from Columbia University, a Bachelor of Science in Economics and a Bachelor of Arts in Biological Bases of Behavior, both from the University of Pennsylvania.
There are no transactions in which Mr. Wong has an interest requiring disclosure under Item 404(a) of Regulation S-K, and he has no reportable family relationships under Item 401(d) of Regulation S-K or any arrangement or understanding with any person with respect to his appointment as an officer.
Incoming Chief Financial Officer Compensation
In connection with his appointment, the Compensation Committee of the board of directors of Steel Partners’ general partner (the “Compensation Committee”) approved Mr. Wong's annual base salary of $400,000. Mr. Wong will be employed by Steel Services, Ltd. (“Steel Services”), a wholly-owned subsidiary of Steel Partners which provides certain services to Steel Partners and the Company, including CFO services. Mr. Wong will be entitled to participate in the Steel Partners short-term and long-term incentive plans, with an annual short-term incentive target award equal to 50% of Mr. Wong’s annual base salary, prorated to his start date, and an opportunity to earn up to 50% of his annual base salary in long-term incentives. The Compensation Committee also awarded Mr. Wong 5,000 restricted common units, $0 par, of Steel Partners, vesting on the second anniversary of the grant date. In addition, Mr. Wong will be eligible to participate in all other employee benefit plans and compensation programs that Steel Partners maintains for its salaried employees and executive officers.
Departing Chief Financial Officer Compensation
In connection with his departure, Mr. Woodworth and Steel Services entered into a separation and general release agreement, dated April 18, 2021 (the “Separation Agreement”), which governs all compensation payable to Mr. Woodworth for services to the Company, Steel Partners and their respective subsidiaries. The Separation Agreement is described in the Current Report on Form 8-K of Steel Partners Holdings L.P. filed on April 19, 2021, which is incorporated by reference herein and which description is further qualified in its entirety by reference to the text of the Separation Agreement, filed as Exhibit 10.1 hereto and incorporated herein by reference.