Business Context and Reporting Period
This Form 8-K was filed by Nesco Holdings, Inc. (not Custom Truck One Source, Inc.) on June 8, 2020. The filing reports a significant change in executive leadership, specifically the appointment of a new Chief Financial Officer (CFO) and the departure of the incumbent CFO.
Key Financial Metrics
The filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and employment terms.
Material Changes
- Appointment of CFO: Joshua A. Boone was appointed as Chief Financial Officer, effective June 15, 2020.
- Departure of CFO: Bruce Heinemann ceased serving as Chief Financial Officer, effective June 15, 2020.
- Compensation Structure: Mr. Boone's employment agreement includes an annual base salary of $385,000 (increasing to $400,000 in 2021), a target bonus of 50%, and a $100,000 sign-on bonus.
- Equity Awards: Mr. Boone received options to purchase 500,000 shares and 200,000 restricted stock units (RSUs). The RSUs are subject to performance conditions based on the company's 10-day average closing stock price reaching $6.00 and $10.00.
Outlook, Risks, and Contingencies
The filing outlines severance provisions for Mr. Boone in the event of termination without cause or resignation for good reason. Severance includes continued base salary (ranging from six to twelve months depending on the timing of termination), healthcare premiums, and specific equity vesting acceleration benefits. The filing notes that the company is an emerging growth company.
Investor Verification Checklist
- Verify the exact effective date of the CFO transition (June 15, 2020).
- Review the full text of the employment agreement (Exhibit 10.1) for detailed vesting schedules and performance metrics.
- Confirm the stock price performance conditions required to earn the 200,000 RSUs ($6.00 and $10.00 thresholds).
- Check subsequent filings for any changes to the executive team or compensation structure.