| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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 Company’s 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. Gupta’s 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 Company’s Board of Directors on an annual basis; and (iii) Mr. Gupta is granted an award of anon-qualified stock option to purchase 250,000 shares of the Company’s common stock pursuant to the Company’s 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 Company’s Consolidated Revenue; (ii) the Company’sNon-GAAP Earnings Per Share – Diluted; and (iii) the Company’s 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 Company’s 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. Cronin’s 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 Company’s Board of Directors on an annual basis; and (iii) Mr. Cronin is granted an award of anon-qualified stock option to purchase 100,000 shares of the Company’s common stock pursuant to the Company’s 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 Company’s Consolidated Revenue; (ii) the Company’sNon-GAAP Earnings Per Share – Diluted; and (iii) the Company’s 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 Form8-K and incorporated herein by reference.
