Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Resignation of Acting Chief Financial Officer
Vectrus, Inc. (the “Company”) successfully completed a comprehensive search for the next Chief Financial Officer and on August 5, 2019, William B. Noon, the Company’s Corporate Vice President, Acting Chief Financial Officer and Chief Accounting Officer submitted his resignation from the Acting Chief Financial Officer position, effective August 7, 2019. Mr. Noon will continue to serve as the Company’s Corporate Vice President and Chief Accounting Officer.
(c) Appointment of New Chief Financial Officer
On August 5, 2019, the Board of Directors (the “Board”) of the Company appointed Susan D. Lynch, age 57, as Senior Vice President and Chief Financial Officer, effective August 7, 2019.
Ms. Lynch has over twenty-five years of experience in finance and accounting across multiple industries. Prior to joining the Company, since April 2016, Lynch served as Chief Financial Officer and Executive Vice President of Sungard Availability Services Capital Inc., a $1.1 billion privately equity backed, global enterprise providing cloud, disaster recovery, managed private and shared hosting and colocation IT service provider. While at Sungard, Ms. Lynch was responsible for all aspects of financial management for the global business, including tax, treasury, investor relations, controllership, financial planning and analysis, internal audit and controls, procurement and financial shared services. From 2007 to 2015, Lynch served as Executive Vice President and Chief Financial Officer of Hitachi Vantara (formerly known as Hitachi Data Systems), a division of Hitachi, Ltd. and provider of global data storage infrastructure solutions, software, and professional services. While at Hitachi, Lynch led and managed the internal audit and control, financial reporting and analysis, controllership, indirect procurement and facilities, financial shared services, tax and treasury functions. From 1984 to 2007, Lynch was VP & CFO for Raytheon Technical Services Company, and held various financial leadership positions of increasing responsibility for Honeywell International, Inc. and Geonex Corporation. Ms. Lynch received her Bachelor’s degree from MidAmerica Nazarene University and is a Certified Public Accountant.
There is no arrangement or understanding between Ms. Lynch and any other person pursuant to which Ms. Lynch was selected as the Company’s Senior Vice President and Chief Financial Officer. Ms. Lynch has no family relationships with any director or executive officer of the Company. In addition, Ms. Lynch has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
(e) Ms. Lynch‘s Letter Agreement
On July 7, 2019, the Company and Ms. Lynch entered into an employment letter (the “Lynch Letter Agreement”), the terms of which were approved by the Company’s Compensation and Personnel Committee (the “Committee”). The material terms of Ms. Lynch’s compensation
include the following elements: (i) an annual base salary of $430,019.20, (ii) eligibility for an annual incentive bonus with a target amount for 2019 of 65% of her annual base salary, prorated based on the number of months worked during 2019, and (iii) eligibility for annual long-term incentive awards with an aggregate target for 2019 of $450,000 under the Company’s Long-Term Incentive Program. It is anticipated that fifty percent (50%) of her 2019 long-term incentive award will be in the form of a cash incentive opportunity tied to relative total shareholder return, and fifty percent (50%) will be in the form of time-vesting restricted stock units. She will also be eligible to participate in the Company’s compensation and benefit plans, policies and arrangements that are applicable to other employees. Ms. Lynch will be an at-will employee at all times.
The foregoing description of the terms of the Lynch Letter Agreement is not complete and is subject to, and qualified in its entirety by, the terms of the Lynch Letter Agreement. A copy of the Lynch Letter Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.