Item 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
March 1, 2008, the Board of Directors of Thomas Group, Inc. (the “Company”)
appointed Earle Steinberg to the positions of President and Chief Executive
Officer. There are no family
relationships between any current director or executive officer and Mr. Steinberg. There are no transactions in which Mr. Steinberg
has an interest requiring disclosure under Item 404(a) of Regulation
S-K. On March 5, 2008, Thomas Group, Inc.
issued a press release announcing the appointment of Earle Steinberg as
President and Chief Executive Officer. A
copy of the press release is furnished herewith and attached hereto as Exhibit 99.1.
On
March 4, 2008, the Company entered into an employment agreement with Earle
Steinberg pursuant to which Mr. Steinberg will be employed as the Company’s
President and Chief Executive Officer beginning March 10, 2008. Pursuant to the employment agreement, Mr. Steinberg
will receive annual base compensation of $512,000. Mr. Steinberg also will be eligible for
incentive compensation of up to $350,000 per year if certain criteria relating
to the Company’s achievement of targets established and communicated in advance
by the Compensation and Corporate Governance Committee (the “Committee”) are
satisfied. The Committee also has
authorized the future issuance to Mr. Steinberg of 50,000 shares of
restricted stock and equity-based incentive awards for up to 380,000 shares of
the Company’s common stock. Such awards
are expected to be granted effective on March 10, 2008 when Mr. Steinberg
commences employment with the Company.
Mr. Steinberg
has been a partner in the consulting firms Touche Ross, Coopers and Lybrand,
Booz Allen and AT Kearney. At AT
Kearney, Mr. Steinberg led the Americas Operations Practice. Mr. Steinberg also has served as
President of MRO Services. Mr. Steinberg
holds a bachelor’s degree in Psychology from Boston College, an MBA in
Operations Management, an MDS in Statistical Theory and PhD in Quantitative
Methods and Operations Management, all from Georgia State University.
On
March 1, 2008, the Committee and the Company’s Board of Directors, upon
the Committee’s recommendation, approved a new incentive compensation plan
titled the 2008 Omnibus Stock and Incentive Plan of Thomas Group, Inc.
(the “2008 Omnibus Plan”). The 2008
Omnibus Plan provides a means for the Company to grant awards to officers,
employees or consultants in the form of options, restricted shares, performance
awards and stock appreciation rights. A
total of 1,000,000 shares of the Company’s common stock were reserved for
issuance pursuant to awards made under the 2008 Omnibus Plan. The Committee has the authority to interpret
the 2008 Omnibus Plan and to make rules and regulations relating to the
2008 Omnibus Plan, to select participants, to establish the terms and
conditions of awards and to grant awards.
The 2008 Omnibus Plan and any awards made thereunder are conditional
upon stockholder approval of the 2008 Omnibus Plan at the Company’s 2008 Annual
Meeting of Stockholders.
The
above description of the 2008 Omnibus Plan above does not purport to be
complete and is qualified in its entirety by reference to the complete text of
the 2008 Omnibus Plan, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated by reference.
On
March 1, 2008, the Committee granted Mr. McGrath an initial award of
100,000 shares of the Company’s common stock and a performance share award
entitling Mr. McGrath to up to 350,000 shares of the Company’s common
stock if certain conditions related to the Company’s profitability are
satisfied. The initial award was granted
by the Committee pursuant to the 2005 Omnibus Stock and Incentive Plan of
Thomas Group, Inc. The performance
share award was granted by the Committee pursuant to the 2008 Omnibus Plan and
is conditional upon stockholder approval of the 2008 Omnibus Plan at the
Company’s 2008 Annual Meeting of Stockholders.
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