Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
Compensatory Arrangements for Existing Officers
Brian R. Balbirnie First Amendment to Executive Employment
Agreement
On May
4, 2017, Issuer Direct Corporation (the “Company”)
entered into a First Amendment to Executive Employment Agreement
(the “Balbirnie Amendment”) with Brian R. Balbirnie,
the Company’s Chief Executive Officer and member of the Board
of Directors, to amend certain cash compensation provisions of the
Executive Employment Agreement the Company and Mr. Balbirnie
entered into on April 30, 2014 (the “Original Balbirnie
Agreement”).
Specifically,
effective as of May 1, 2017, the Balbirnie Amendment (i) increased
Mr. Balbirnie’s annual base salary from $185,000 to $200,000
and (ii) decreased Mr. Balbirnie’s eligibility to receive an
annual cash bonus from 45% to 40% of his annual base salary upon
the achievement of reasonable target objectives and performance
goals.
Except
for these specific amendments, the Original Balbirnie Agreement
remains in full force and effect and is not altered in any way. The
terms of the Original Balbirnie Agreement and the Original
Balbirnie Agreement itself are disclosed in a Current Report on
Form 8-K filed with the Securities and Exchange Commission (the
“Commission”) on May 5, 2014.
The
disinterested members of the Board of Directors believe these
amendments more accurately reflect the current market for annual
base salaries for Chief Executive Officers of similar sized
companies while also maintaining the potential for Mr.
Balbirnie’s overall cash compensation consistent with
historical numbers.
The
foregoing summary of certain terms of the Balbirnie Amendment does
not purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Balbirnie Amendment, a copy of
which are attached hereto as Exhibit 10.1 and is hereby
incorporated into this Current Report on Form 8-K by
reference.
Steven Knerr First Amendment to Executive Employment
Agreement
On May
4, 2017, Issuer Direct Corporation (the “Company”)
entered into a First Amendment to Executive Employment Agreement
(the “Knerr Amendment”) with Steven Knerr, the
Company’s Chief Financial Officer, to amend certain cash
compensation provisions of the Executive Employment Agreement the
Company and Mr. Knerr entered into on November 19, 2015 (the
“Original Knerr Agreement”).
Specifically,
effective as of May 1, 2017, the Knerr Amendment (i) increased Mr.
Knerr’s annual base salary from $151,000 to $165,000 and (ii)
decreased Mr. Knerr’s eligibility to receive an annual cash
bonus from 35% to 30% of his annual base salary upon the
achievement of reasonable target objectives and performance
goals.
Except
for these specific amendments, the Original Knerr Agreement remains
in full force and effect and is not altered in any way. The terms
of the Original Knerr Agreement and the Original Knerr Agreement
itself are disclosed in a Current Report on Form 8-K filed with the
Commission on November 19, 2015.
The
Board of Directors believe these amendments more accurately reflect
the current market for annual base salaries for Chief Financial
Officers of similar sized companies while also maintaining the
potential for Mr. Knerr’s overall cash compensation
consistent with historical numbers.
The
foregoing summary of certain terms of the Knerr Amendment does not
purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Knerr Amendment, a copy of which
are attached hereto as Exhibit 10.2 and is hereby incorporated into
this Current Report on Form 8-K by reference.
Implementation of 2017 Bonus Plan
On May
1, 2017, the disinterested members of Board of Directors approved a
2017 bonus plan (“2017 Bonus Plan”) for Messrs.
Balbirnie and Knerr. The material terms of the 2017 Bonus Plan are
as follows:
●
2017
Bonus Plan target cash bonus for Mr. Balbirnie will be 40% of his
annual base salary of $200,000;
●
2017
Bonus Plan target cash bonus for Mr. Knerr will be 30% of his
annual base salary of $165,000;
●
Bonus
plan amounts paid to Messrs. Balbirnie and Knerr will be based (i)
50% upon the achievement of target financial numbers during the
fiscal year 2017 and (ii) 50% based upon the achievement of certain
management objectives determined by the Board of
Directors;
●
Bonus targets for solely the target financial
numbers will be scaled as follows:
(i) below 90% of target
results in no bonus paid; (ii) 90% of target results in 50% of
bonuses paid; (iii) 100% of target results in 100% of bonuses paid;
(iv) 120% and greater of target results in 120% of bonuses paid.
Bonuses are capped at 120% of target performance. For purposes of
clarity, within each applicable range, bonuses will be scaled based
on the actual results versus the target, e.g. if 95% of Target is
achieved, the applicable bonus percentage will be 50% plus one-half
of the applicable range such that 75% of the bonus will be paid
and
●
Both
Messrs. Balbirnie and Knerr are each eligible to receive such
additional bonus or incentive compensation as the Board of
Directors may establish or determine from time to time in the Board
of Directors’ sole discretion.