SEC Filings

8-K
QUANTUM CORP /DE/ filed this Form 8-K on 02/04/2019
Entire Document
 


Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective January 29, 2019, Quantum Corporation (the “Company”) appointed Lewis W. Moorehead as the Company’s Chief Accounting Officer (“CAO”).

From November 2016 to October 2018, Mr. Moorehead, 46, served as the Director of Finance, Accounting and Tax of Carvana Co. Prior to joining Carvana Co., Mr. Moorehead was the Managing Partner of Quassey Holdings LLC from September 2013 to December 2014 and from April 2014 to September 2016. From January 2014 to March 2014, Mr. Moorehead was the Chief Financial Officer of SMTP, Inc. Prior to joining Quassey, Mr. Moorehead served as Vice President and Principal Accounting Officer for Limelight Networks from March 2010 to August 2013. From June 2008 to March 2010, Mr. Moorehead served as Chief Accounting Officer for eTelecare Global Solutions. Mr. Moorehead started his career with PricewaterhouseCoopers. He holds a BBA in accounting from the University of Wisconsin -Whitewater.

In connection with his employment as Chief Accounting Officer, Mr. Moorehead entered into an offer letter (the “Offer Letter”) with the Company providing for the following terms:

Base salary: $300,000

Bonus Opportunity: Mr. Moorehead will be eligible to participate in the Company’s annual incentive plan on terms determined by the Leadership and Compensation Committee of the Board (the “LCC”), with a target bonus of 50% of his annual base salary.

Equity awards:

Restricted stock units (“RSUs”): Mr. Moorehead will be entitled to RSUs covering 50,000 shares of the Company’s common stock, which will vest in equal annual installments on the first, second and third anniversary of the award date, subject to Mr. Moorehead’s continued service with the Company.

Performance Units (“PSUs”): In addition to the RSU award, Mr. Moorehead will be entitled to PSUs covering a maximum of 50,000 shares of the Company’s common stock. The PSUs will vest based on achievement of specified levels of the average closing prices of the Company’s common stock during any sixty (60) day trading period (the “60-Day Average Price”), occurring during the time frames specified below, subject to Mr. Moorehead’s continued service with the Company through the later of the achievement date and the vest date as follows:

 

   

16,666 Shares will be earned, if, at any time between June 1, 2018 and May 31, 2022, the 60-Day Average Price is at least $4.00 and will vest upon the later of the LCC certification and May 31, 2019.

 

   

An additional 16,666 Shares will be earned, if, at any time between June 1, 2018 and May 31, 2022, the 60-Day Average Price is at least $5.00 and will vest upon the later of the LCC certification and May 31, 2020.

 

   

An additional 16,667 Shares will be earned, if, at any time between June 1, 2018 and May 31, 2022, the 60-Day Average Price is at least $6.00 and will vest upon the later of the LCC certification and May 31, 2021.

The RSU and PSU awards will be subject to the terms of the Company’s 2012 Long-Term Incentive Plan and will be made effective as of the first business day on which the Company becomes current with respect to its filings under the Securities Exchange Act of 1934, as amended.