EXHIBIT 10.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
_________________
(Exact Name of Registrant as Specified in Charter)
|
| |||
(State or Other Jurisdiction of Incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification No.) |
| |||||
(Address of Principal Executive Office) |
| (Zip Code) | |||
Registrant’s telephone number, including area code: (
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities Registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol | Name of Exchange on Which Registered |
Item 5.02(c) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 14, 2022, WidePoint Corporation (the “Company”) appointed Robert J. George as its Chief Financial Officer effective April 1, 2022, replacing Kellie Kim, who previously announced her retirement in November 2021.
Prior to his appointment as the Company’s Chief Financial Officer, Mr. George, age 58, served as the Chief Financial Officer of Exovera, LLC, a wholly-owned technology subsidiary of U.S. defense contractor SOS International LLC (SOSi) since December 2020. Mr. George joined SOSi in 2016 as its Vice President for Corporate Development before being named Chief Financial Officer. Before SOSi, he served as Director of Corporate Development at Exelis, Incorporated, a defense electronics, systems, and services company, from December 2011 to May 2015. He also worked for Computer Sciences Corporation (CSC), serving as the Director of Corporate Development. Mr. George also spent five years at OAO Technology Solutions Inc., serving as Vice President, Controller, Chief Accounting Officer, and Corporate Development Director. He also spent 11 years with the accounting firms Aronson & Company and Ernst & Young LLP. Mr. George passed the CPA exam in the State of Maryland in 1988 and has a Bachelor of Science in Accounting from the University of Maryland.
The Company entered into an employment agreement with Mr. George with an initial term until December 31, 2024 providing the following: (i) an annual base salary of $275,000; (ii) an annual target bonus opportunity equal to 50% of the base salary (with a maximum of 100% of base salary) based on the Company achieving performance goals determined by the Compensation Committee of the Board of Directors (payable one-half in cash and one-half in common stock of the Company); (iii) a restricted stock grant of 10,000 shares vesting only if certain performance goals are met, (iv) participation in the Company’s employee benefit plans and (v) four (4) weeks of vacation. (vi) the employment agreement also provides for a cash payment of $25,000 after six months of employment. The employment agreement contains severance provisions which provide that upon the termination of his employment without Cause (as described in the employment agreement) or his voluntary resignation for a Good Reason (as described in the employment agreement). If Mr. George is terminated without Cause or for Good Reason prior to the first anniversary of the employment agreement, he will receive severance compensation payable in a lump-sum of cash equal to six (6) months of base salary and a pro rata bonus amount. If Mr. George is terminated without Cause or for Good Reason after the first anniversary of the employment agreement, he will receive severance compensation payable in a lump-sum of cash equal to twelve (12) months of base salary and a pro rata bonus amount. Any severance payments are conditioned the execution of a general release in favor of the Company.
There are no family relationships between Mr. George and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer. Additionally, there have been no transactions involving Mr. George that would require disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing the appointment of Mr. George and the employment agreement are filed herewith as Exhibits 99.1 and 10.1, respectively, and the foregoing description is qualified by reference to the full text thereof.
Item 9.01(d) Financial Statements and Exhibits.
| ||
| ||
104 |
| Page Interactive Data File (embedded within the Inline XBRL document) |
2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
WIDEPOINT CORPORATION | |||
| Date: March 14, 2022 | By: | /s/ Jin Kang | |
|
| Jin Kang | |
| Chief Executive Officer | |||
3 |
EXHIBIT 10.1
EXHIBIT 99.1
WidePoint Appoints Bob George as Chief Financial Officer
Fairfax, VA – March 14, 2022 – WidePoint Corporation (NYSE American: WYY), the innovative technology Managed Solution Provider (MSP) specializing in Identity and Access Management (IAM), Telecommunications and Managed Mobility Services (MMS), Digital Billing & Analytics, and IT as a Service (ITaaS), has appointed Robert “Bob” George as Chief Financial Officer (“CFO”) who will officially take role on April 1, 2022. George replaces Kellie Kim, who previously announced her retirement in November 2021.
George brings more than 30 years of diverse business experiences ranging from entrepreneurial companies to publicly traded multinational corporations. He has extensive tenure in strategic planning, financial forecasting and analysis, all aspects of the merger and acquisition process, financial systems design and implementation, and building and managing successful finance teams and organizations. He most recently served as CFO of Exovera, a SOS International subsidiary. George’s prior experience also includes executive roles at Exelis Incorporated, Computer Sciences Corporation, OAO Technology Solutions Inc., and AppNet Systems Inc. He also has led and successfully completed 32 acquisitions of both public and private companies.
George graduated from the University of Maryland at College Park with a Bachelor of Science in Accounting.
“On behalf of WidePoint, I am delighted to welcome Bob to the executive leadership team,” said Jin Kang, WidePoint’s CEO. “We are confident that Bob’s impressive track record as a finance executive in the technology, software and systems development, government services, aerospace and defense, and global business markets will contribute tremendous value to WidePoint as we execute our long-term growth strategy, deliver strong program performance, and expand through organic and M&A initiatives. Bob’s extensive M&A and capital market experience is exactly what we need to execute our strategy for growing through acquisitions.”
George stated, “This is a great time to be joining WidePoint especially as interest in our solutions, particularly our cybersecurity and ITaaS offerings, are expanding. I appreciate the confidence of Jin, the executive leadership team and Board of Directors and look forward to working together to chart the brightest future.”
Kang added, “While we are very excited for Bob to join our team, I also want to add a note of gratitude to Kellie Kim, our departing CFO. Kellie delayed her retirement to ensure that WidePoint would have the time needed to find a great successor, and in Bob, we have done that. Thanks to Kellie for her stamina and strategic guidance these past years; we wish her all the best.”
About WidePoint
WidePoint Corporation (NYSE American: WYY) is a leading technology Managed Solution Provider (MSP) dedicated to securing and protecting the mobile workforce and enterprise landscape. WidePoint is recognized for pioneering technology solutions that include Identity and Access Management (IAM), Mobility Managed Services (MMS), Telecom Management, Information Technology as a Service (ITaaS), Cloud Security, and Digital Billing & Analytics. For more information, visit widepoint.com.
WidePoint Investor Relations:
Gateway Group, Inc.
Matt Glover or John Yi
949-574-3860
WYY@gatewayir.com