Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Executive Officer Transition
Harte Hanks, Inc. (the “Company”) announced today a transition in the position of Chief Executive Officer, with Brian Linscott departing the Company as of June 16, 2023, and the Board of Directors (the “Board”) appointing Kirk Davis as Chief Executive Officer and nominating Mr. Davis to the Board, effective as of June 19, 2023. There were no disagreements between Mr. Linscott and the Company.
Mr. Davis, age 61, has nearly four decades of experience in the print and digital media space at the chief executive level as well as advising C-level executives, boards and key decision makers within publicly held and private equity backed publishing and digital media verticals, among others. From June 2021 – June 2023, Mr. Davis served as the Chief Executive Officer of Metro Corp., a regional media company and publisher of Philadelphia and Boston magazines. From 2006-2019, Mr. Davis served in various roles at Gatehouse Media, LLC (“GateHouse”) and its affiliates and predecessor entities, one of the largest newspaper chains in the United States, including serving as Chief Executive Officer of GateHouse and as President, Chief Operating Officer of its publicly traded parent, New Media Investment Group from 2014-2019. Earlier in his career, Mr. Davis served as Chief Executive Officer of Enterprise NewsMedia LLC and Community Newspaper Company. Since 2015, Mr. Davis has served as a member of the board of directors of The Associated Press and currently serves as Chair of its Audit Committee. Mr. Davis attended both Ohio University and Wright State University. There is no arrangement or understanding between Mr. Davis and any other person pursuant to which Mr. Davis was selected as an officer, and Mr. Davis does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There is no family relationship between Mr. Davis and any director or executive officer of the registrant.
Employment Agreement with Kirk Davis
In connection with his appointment as Chief Executive Officer, the Company and Mr. Davis have entered into an employment agreement (the “Employment Agreement”), effective as of June 19, 2023. Pursuant to the Employment Agreement, Mr. Davis will receive an annual base salary of $450,000 and a target annual bonus opportunity equal to 100% of his base salary (with a maximum annual bonus opportunity equal to 125% of his base salary). In consideration for entering into the Employment Agreement and commencing employment with the Company, the Company has agreed to pay Mr. Davis a cash sign-on bonus of $50,000. If Mr. Davis’ employment is terminated by the Company for “cause” or if Mr. Davis resigns without “good reason,” in each case prior to June 19, 2024, Mr. Davis will be required to repay to the Company the after-tax portion of the sign-on bonus. Mr. Davis will also receive an initial equity grant consisting of approximately 240,000 stock options to purchase shares of the Company’s common stock, which will vest in three equal installments on each of the first three anniversaries of June 19, 2023, subject to Mr. Davis’ continued employment with the Company.
In the event that Mr. Davis’ employment is terminated by the Company without “cause” or if Mr. Davis resigns for “good reason,” the Company will provide Mr. Davis with the following severance payments and benefits: (i) 18 months’ of continued base salary payments, payable over 18 months, and (ii) reimbursement for the employer portion of continuation coverage premiums under COBRA for 12 months following his separation date. Mr. Davis’ receipt of the foregoing payments and benefits would be subject to his execution of an effective release of claims against the Company and certain of its affiliates. Subject to any limitations under applicable law, Mr. Davis will be required to continue to comply with confidentiality, non-solicitation and non-competition obligations in order to continue to receive these severance benefits.
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