Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 3, 2019, PRGX Global, Inc. (the “Company”) announced that the Board of Directors of the Company (the “Board”) appointed Kurt J. Abkemeier as the Company’s Chief Financial Officer, Treasurer and Controller effective as of January 3, 2019. Peter Limeri, who was serving on an interim basis as the Company’s Chief Financial Officer, Treasurer and Controller, will remain with the Company until the end of January.
Appointment of Kurt Abkemeier as Chief Financial Officer, Treasurer and Controller
On January 3, 2019, the Board appointed Kurt J. Abkemeier as the Company’s Chief Financial Officer, Treasurer and Controller. Mr. Abkemeier has over 25 years of financial experience, including his service as the Chief Financial Officer of Fidelis Cybersecurity, Inc., a private equity-owned global cybersecurity software and cloud-based service provider, from July 2017 to December 2018; Progress Software, Inc., a publicly traded global enterprise software company, from September 2016 to April 2017; and Inteliquent, Inc., a wholesale telecommunications company, from January 2014 to September 2016. Prior to Inteliquent, Mr. Abkemeier served as the Vice President of Finance and Treasurer of Cbeyond, Inc., a publicly traded provider of telecommunications and technology solutions, from June 2005 to March 2012. Mr. Abkemeier held leadership and senior financial positions with a number of other companies and began his career as a senior sell-side research analyst at J.P. Morgan & Co. Mr. Abkemeier holds a Bachelor of Science degree in applied economics from Cornell University and is a certified financial analyst.
There are no family relationships between Mr. Abkemeier and any director or executive officer of the Company and no related party transactions required to be reported under Item 404(a) of RegulationS-K.
Employment Agreement with Kurt Abkemeier
In connection with his employment by the Company, on January 3, 2019, the Company entered into an employment agreement with Mr. Abkemeier (the “Employment Agreement”). The material terms of his Employment Agreement are as follows:
1.Term. The Employment Agreement provides for a term of one year ending on January 3, 2020, which will automatically be extended for additionalone-year periods, unless either party notifies the other in writing at least 30 days prior to the end of the original term or any additionalone-year renewal term of its intention not to extend the Employment Agreement.
2.Compensation. Mr. Abkemeier will receive an annual base salary of $350,000 and will be eligible for an annual incentive bonus (at target equal to 65% of his annual base salary and at a maximum of not less than 130% of his annual base salary), based on the achievement of certain performance objectives set each year by the Company’s Compensation Committee. Mr. Abkemeier will also be eligible to receive stock options, restricted stock, stock appreciation rights and/or other equity awards under the Company’s applicable equity plans on such basis as the Compensation Committee may determine. The Employment Agreement also provides for standard expense reimbursement, housing and relocation reimbursements up to a maximum aggregate amount of $45,000, paid time off, and other standard executive benefits.
3.Initial Equity Awards. Under the terms of the Employment Agreement, on January 3, 2019, the Company granted equity awards to Mr. Abkemeier consisting of an aggregate of 100,000 stock options (the “Stock Options”), 32,000 shares of restricted stock (the “Restricted Stock”), and 12,000 performance-based restricted stock units (the “Initial PBUs” and, together with the Stock Options and the Restricted Stock, the “Initial Equity Awards”). Additionally, the Company will grant Mr. Abkemeier, effective as of the date of the
