Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Amendment to Employment Agreement with Vivek Gupta, Chief Executive Officer and
President.
On March 20, 2020, 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, 2020 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; (ii) Mr. Gupta is eligible to earn an annual
performance-based cash bonus of $260,000 (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; and (iii) Mr. Gupta is granted an award of a non-qualified stock option to purchase 250,000 shares of the Companys common stock pursuant to
the Companys Stock Incentive Plan, vesting in three equal annual installments beginning on the second anniversary of the February 11, 2020 grant date.
Under the Revised Gupta Compensation Schedule, $210,000 of the Gupta Performance-Based Cash Bonus for the 2020 calendar year will be based on (i) the
Companys Consolidated Revenue; (ii) the Companys Non-GAAP Earnings Per Share Diluted; and (iii) the Companys Consolidated Gross Profit Dollars. The remaining $50,000 of the
Gupta Performance-Based Cash Bonus for the 2020 calendar year is subjective, based on the development of a significant value revenue stream.
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 John J. Cronin, Jr., Chief Financial Officer.
On March 20, 2020, 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, 2020 and amends the Cronin Employment Agreement by providing that
(i) Mr. Cronins base salary shall be $385,000 per year, subject to review and modification annually by the Company; (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 Board of Directors on an annual basis; and
(iii) Mr. Cronin is granted an award of a non-qualified stock option to purchase 100,000 shares of the Companys common stock pursuant to the Companys Stock Incentive Plan, vesting in four
annual installments beginning on the first anniversary of the February 11, 2020 grant date.
Under the Revised Cronin Compensation Schedule, the
Cronin Performance-Based Bonus for the 2020 calendar year will be based on (i) the Companys Consolidated Revenue; (ii) the Companys Non-GAAP Earnings Per Share Diluted; and
(iii) the Companys Consolidated Gross Profit Dollars.
Except as amended by the Revised Cronin Compensation Schedule, the terms of the Cronin
Employment Agreement are unchanged and remain in full force and effect.
The foregoing descriptions of the Revised Gupta Compensation Schedule and the
Revised Cronin Compensation Schedule do not purport to be complete and are qualified in their entirety by the full text of the Revised Gupta Compensation Schedule and the Revised Cronin Compensation Schedule, copies of which are filed as Exhibits
10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.