Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On June
25, 2019, Lori M. Schultz was appointed
Chief Global Solutions Officer of Volt Information Sciences, Inc. (the “
Company
”), adding management of the Company’s international business
segment and its Arctern subsidiary to her responsibilities. Ms. Schultz joined the Company in August 2018 as a Chief Operating Officer managing central and program operations, Volt Consulting Group
(the Company’s
managed service program), Design Technical Services and the Company’s IT and engineering staffing business. Prior to joining the Company, Ms. Schultz served as Senior Vice
President, Global Solutions, Program Management at Pontoon Solutions from April 2016 to August 2018. From November 2014 to April 2016 she served as an independent management consultant. From July 2009 to October 2014, Ms. Schultz held the role
of Global President at Yoh Services.
In
connection with her appointment as Chief Global Solutions Officer, Ms. Schultz,
age 62, entered into an Amended & Restated Employment Agreement dated as of June 25, 2019 (the “
Agreement
”), that includes, among other things, the terms of her compensation. Pursuant to the Agreement, Ms. Schultz’s base salary increased to $400,000 per year and
she will be eligible to earn an annual target incentive bonus of 60% of her base salary upon the Company’s achievement of certain financial performance goals. Ms. Schultz also received a long-term equity incentive award consisting of 50%
performance stock units and 50% restricted stock units, with a total grant date value of $100,000 (the “
LTI Awards
”). The LTI Awards are granted under the Company’s 2019 Equity Incentive Plan and will vest ratably on each of the first three anniversaries of June 14, 2019,
subject to Ms. Schultz’s continued employment with the Company on each applicable vesting date and, with respect to the performance stock units, achievement of the applicable financial performance goals.
If Ms. Schultz’s employment is terminated by the Company without “cause,” or by Ms.
Schultz for “good reason,” Ms. Schultz will be entitled to receive the following benefits from the Company: (i) her then-current base salary for a period of 12 months following the termination date, (ii) payment of a pro-rated annual bonus for
the year of termination, subject to the achievement of the applicable performance goals, and (iii) an amount equal to the value of 12 months of COBRA payments. Receipt of such benefits by Ms. Schultz is conditioned upon her execution of a general
release in favor of the Company. For a period of 12 months following the termination of her employment, Ms. Schultz will be subject to certain non-solicitation restrictions.
The foregoing description is qualified by reference to the full text of the Agreement.
A copy of the Agreement is filed as Exhibit 10.1 attached hereto and is incorporated herein by reference in its entirety into this Item 5.02.
Ms. Schultz does not have any family relationships with any of the Company’s directors
or executive officers and has no direct or indirect interest in any transaction with the Company that would qualify as a related party transaction under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Ms. Schultz and
any other person pursuant to which she was appointed to the role of Chief Global Solutions Officer.