Business Context and Reporting Period
This Form 8-K is a current report filed by Wayside Technology Group, Inc. on August 20, 2012. The filing discloses significant changes in executive leadership, specifically the appointment of a new Chief Financial Officer and the departure of the previous Vice President of Finance and Chief Accounting Officer.
Key Financial Metrics
The filing text does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on personnel changes and associated compensation arrangements.
Material Changes
- Appointment: Tom Flaherty was appointed as Vice President and Chief Financial Officer effective August 20, 2012.
- Departure: Kevin Scull departed as Vice President of Finance and Chief Accounting Officer effective August 20, 2012, to pursue other opportunities. He will remain as a consultant through December 31, 2012.
- Reason for Departure: Mr. Scull's departure is not the result of any disagreement with the Company regarding operations, policies, or practices.
Compensation, Risks, and Management Commentary
Compensatory Arrangements for Tom Flaherty
- Base Salary: $170,000 annually, subject to increase by the Compensation Committee.
- Bonus: Eligible for a pro-rated 2012 bonus based on performance goals.
- Equity: Eligible for a restricted stock grant of 20,000 shares after 90 days of employment and a satisfactory performance review, vesting in 20 quarterly installments.
- Severance: In the event of termination without cause or resignation for good reason (after 90 days and satisfactory review), Mr. Flaherty is entitled to six months of base salary.
- Change of Control: Unvested equity awards vest immediately. Mr. Flaherty receives a lump-sum payment equal to 1.5 times his current annual salary and prior year's incentive bonus.
- Restrictions: Mr. Flaherty signed a confidentiality, non-compete, and non-solicitation agreement prohibiting competition and solicitation of clients/employees during employment and for one year thereafter.
Background
Mr. Flaherty brings over 20 years of experience, including roles as VP of Finance at StemCyte, Inc. (2008–2012) and Corporate Controller at VPIsystems, Inc. (2004–2008). He is a Certified Public Accountant.
Investor Verification Checklist
- Verify the transition plan between Mr. Scull (consultant until Dec 31, 2012) and Mr. Flaherty to ensure continuity in financial reporting.
- Review the Company's 2006 Stock Plan, 2012 Stock-Based Compensation Plan, and 2012 Executive Incentive Plan to confirm the availability of shares for Mr. Flaherty's grant.
- Monitor future filings for the vesting schedule of the 20,000 restricted shares granted to Mr. Flaherty.
- Confirm that no undisclosed disagreements exist regarding the departure of Mr. Scull, as stated in the filing.