Business Context and Reporting Period
This Form 8-K Current Report was filed by SilverSun Technologies, Inc. (SSNT) on January 8, 2021, covering events that occurred on January 4, 2021. The filing details significant changes to the Company's executive leadership and Board of Directors composition.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on personnel changes and associated compensation arrangements.
Material Changes
- Appointment of CFO: Joseph Macaluso was appointed Chief Financial Officer effective January 4, 2021.
- Director Resignation: Concurrent with his CFO appointment, Mr. Macaluso resigned from his positions as a Board member and Chairman of the Audit Committee.
- Director Appointment: Kenneth E. Edwards Sr. was appointed to the Board of Directors and named Chairman of the Audit Committee to replace Mr. Macaluso.
Compensation and Management Commentary
The Board stated that Mr. Macaluso's 30+ years of financial management experience qualifies him to lead the Company's growth. Mr. Edwards was selected for his 40+ years of accounting experience and status as an audit committee financial expert.
Compensatory Arrangements
- Joseph Macaluso (CFO):
- Base Salary: $215,000 annually.
- Sign-on Bonus: $30,000 one-time cash payment.
- Discretionary Bonus: Up to 20% of the annual base salary.
- Employment Status: At-will.
- Kenneth E. Edwards Sr. (Director):
- Stipend: $5,000 per quarter, payable at the end of each fiscal quarter.
Mr. Macaluso confirmed his resignation was not due to any disagreement with the Company regarding operations, policies, or practices. No related party transactions were reported for Mr. Edwards.
Investor Verification Checklist
- Verify the full text of the Offer Letter (Exhibit 10.1) and Director Agreement (Exhibit 10.2) for complete terms and conditions.
- Confirm the effective dates of the leadership transition and any potential overlap periods.
- Review subsequent filings for the Company's financial performance, as this 8-K contains no operational or financial metrics.
- Monitor the Audit Committee's composition to ensure continued compliance with Nasdaq listing standards.