Walt Meffert
Effective January 31, 2020, Walt Meffert was appointed to serve as Chief Information Officer. Under the terms of Mr. Meffert’s employment letter dated January 31, 2020, he had an initial base salary of $400,000 and was eligible to receive a pro-rata portion of a short-term incentive bonus for 2020 at a target of 50% of his base-salary, based on performance targets set by the Compensation Committee of the Board of Directors. In addition, Mr. Meffert was granted a long-term incentive equity grant on February 13, 2020 with a target grant date value equal to 50% of his base salary, comprised of 50% restricted stock units and 50% stock options.
While employed, Mr. Meffert is entitled to participate in all employee fringe benefits generally available to the Company’s senior executives. In the event Mr. Meffert’s employment is terminated without cause, Mr. Meffert will be entitled to twelve (12) months of severance pay, at his base compensation in effect at that time. The severance benefits will be contingent upon Mr. Meffert’s execution of a release of claims in favor of the Company. Additional information with respect to the severance payments to which Mr. Meffert is entitled is set forth below under the caption “—Potential Payments Upon Termination or Change in Control.”
Mr. Meffert also entered into a restrictive covenants agreement that contains one-year post-employment non-competition and non-solicitation covenants, as well as non-disclosure and non-disparagement covenants.
Grover N. Wray
Effective October 25, 2021, Grover N. Wray was appointed to serve as Chief Human Resources Officer. Under the terms of Mr. Wray’s employment letter dated October 14, 2021, he had an initial base salary of $440,000 and was eligible to receive a pro-rata portion of a short-term incentive bonus for 2021 at a target of 75% of his base-salary, based on performance targets set by the Compensation Committee of the Board of Directors. In addition, Mr. Wray was granted a long-term incentive equity grant on October 27, 2021 with a target grant date value equal to $141,041, comprised of 50% restricted stock units and 50% stock options.
While employed, Mr. Wray is entitled to participate in all employee fringe benefits generally available to the Company’s senior executives. In the event Mr. Wray’s employment is terminated without cause, Mr. Wray will be entitled to twelve (12) months of severance pay, at his base compensation in effect at that time. The severance benefits will be contingent upon Mr. Wray’s execution of a release of claims in favor of the Company. Additional information with respect to the severance payments to which Mr. Wray is entitled is set forth below under the caption “—Potential Payments Upon Termination or Change in Control.”
Mr. Wray also entered into a restrictive covenants agreement that contains one-year post-employment non-competition and non-solicitation covenants, as well as non-disclosure and non-disparagement covenants.
Kevin M. Dotts
Mr. Dotts’ original employment agreement with the Company, dated as of August 18, 2018 (the “Dotts Employment Agreement”), expired in accordance with its terms on December 31, 2020. Mr. Dotts’ employment as Chief Financial Officer ceased for Good Reason on February 26, 2021 when he chose not to relocate to Denver, Colorado in connection with the change in the Company’s headquarters from Atlanta, Georgia. Thereafter, Mr. Dotts continued to work for the Company in a transitional role from February 26, 2021 until March 15, 2021, as discussed below.
Under the Dotts Employment Agreement, Mr. Dotts’ annual base salary was $450,000 and he was eligible for an annual bonus equal to 75% of his base salary, based upon achievement of 100% of the performance targets established by the Compensation Committee. Mr. Dotts was also eligible to participate in the Company’s 2006 Plan, under the terms approved by the Compensation Committee. In addition, Mr. Dotts was granted an option to purchase 24,685 shares of Company common stock, with the exercise price of each option equal to the closing price of a share of the Company’s common stock on August 27, 2018. These options vested on October 31, 2020, and were fully exercised by Mr. Dotts prior to their expiration.
While employed, Mr. Dotts was entitled to participate in all employee fringe benefits generally available to the Company’s senior executives. Mr. Dotts was also eligible to receive severance benefits in connection with the termination of his employment by the Company. Details with respect to the severance payments Mr. Dotts received as a result of the termination of his employment are set forth below under the caption “—Potential Payments Upon Termination or Change in Control.”