Item 5.02. Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 6, 2020,
the board of directors (the “Board”) of American Virtual Cloud Technologies, Inc. (the “Company”), upon
the recommendation of its nominating committee, appointed Kent Mathy as a new director of the Company, effective immediately. The
Board has determined that Mr. Mathy is an independent director within the meaning of applicable rules of the Nasdaq Stock Market.
No determination has been made as to any committees of the Board on which Mr. Mathy may serve.
Mr. Mathy, age 60,
currently serves on the Board of Directors of Everbridge Inc. (Nasdaq:EVBG) and JourneyCare Hospice and formerly served as the
President and CEO of Sequential Technology International, a business process outsourcer serving large enterprises. Mr. Mathy retired
in 2016 as AT&T Inc.’s (NYSE:T) President of the Southeast Region. Previously, Mr. Mathy served as President of AT&T’s
North Central Region. Prior to that, he was President-Business Markets Group at Cingular Wireless. Mr. Mathy joined AT&T Wireless
Services in 2003 as Executive Vice President leading the Enterprise Solutions Group. Earlier in his career, Mr. Mathy served as
Chairman and CEO of Celox Networks, a telecommunications network equipment company. Before joining Celox Networks, he was with
AT&T (prior to its merger with SBC) for more than 18 years holding numerous management positions across the United States.
Mr. Mathy has also
served on the Board of Directors of Ribbon Communications (Nasdaq:RBBN) and Rogers Wireless, a subsidiary of Rogers Communications,
Inc. (NYSE:RCI). Mr. Mathy holds a Bachelor of Business Administration Degree from the University of Wisconsin-Oshkosh. As a result,
Mr. Mathy possesses particular knowledge and experience that strengthens the Board’s collective qualifications, skills and
experience.
In connection with
his appointment, the compensation committee of the Company granted Mr. Mathy 60,000 restricted stock units, each representing a
contingent right to receive one share of the Company’s common stock, vesting in four equal annual installments, provided
he continues to serve on such date. In addition, the Company will enter into an indemnification agreement with Mr. Mathy in the
same form as the indemnification agreements the Company has entered into with its other directors, which has been filed or incorporated
by reference as Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2020 filed with the
SEC on June 29, 2020. In general, the indemnification agreement provides for, among other things, indemnification of Mr. Mathy
by the Company to the full extent authorized or permitted by law, subject to certain limited exceptions.
There are no arrangements
or understandings between Mr. Mathy and any other persons pursuant to which Mr. Mathy was selected as a director of the Company
and Mr. Mathy is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated by
the SEC.
A copy of the press
release issued by the Company regarding Mr. Mathy’s appointment is attached hereto as Exhibit 99.1.