Business Context and Reporting Period
This Form 8-K filing by Gogo Inc. reports a change in executive management effective June 1, 2015. The report was filed on June 3, 2015.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel changes and compensatory arrangements.
Material Changes
- Appointment: Michael Bayer was hired as Senior Vice President, Controller, and Chief Accounting Officer effective June 1, 2015.
- Resignation: Thomas E. McShane resigned as Vice President, Controller, and Chief Accounting Officer effective June 1, 2015, remaining for a transition period.
Management Commentary and Compensatory Arrangements
Mr. Bayer, a CPA with over 20 years of experience, entered into an employment agreement with the following terms:
- Compensation: Annual base compensation (adjustable), stock options/restricted stock under the 2013 Omnibus Stock Incentive Plan, and an annual performance bonus.
- Benefits: Eligible for standard company benefits including 401(k), retirement, and insurance plans.
- Termination Provisions: Employment is terminable by either party with 30 days' written notice. If terminated without cause, Mr. Bayer is entitled to 12 months of base salary continuation, 12 months of COBRA reimbursement, accrued PTO, and approved but unpaid bonuses, contingent on executing a separation agreement.
- Covenants: Subject to non-competition and non-solicitation covenants for one year post-employment.
Investor Verification Checklist
- Confirm the transition timeline between Mr. McShane and Mr. Bayer.
- Review the specific terms of the 2013 Omnibus Stock Incentive Plan regarding Mr. Bayer's equity awards.
- Monitor future filings for any changes to the Company's financial reporting controls under the new Chief Accounting Officer.