UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 27, 2023 (the “Separation Date”), Michael Fleishman resigned as Chief Executive Officer of Mastech InfoTrellis, Inc. (“Mastech InfoTrellis”), a wholly owned subsidiary of Mastech Digital, Inc. (the “Company”), effective immediately. In connection with this resignation, the Company, Mastech InfoTrellis and other subsidiaries and affiliates of the Company (collectively, the “Company Entities”), on the one hand, and Mr. Fleishman, on the other hand, entered into a Confidential Separation Agreement and General Release (the “Separation Agreement”) setting forth the terms of Mr. Fleishman’s separation from the Company Entities. Among other matters, the Separation Agreement provides for the Company to pay Mr. Fleishman a gross cash severance amount of $2.1 million, consisting of (i) a lump-sum payment of $410,000 to be paid on or before December 31, 2023, (ii) $1.0 million to be paid over a 12-month period beginning January 1, 2024, in accordance with the Company’s normal payroll practice, and (iii) a lump-sum payment of $690,000 to be paid on or before January 31, 2025. The Separation Agreement also provides that Mr. Fleishman is entitled to continued coverage under the Company’s group health plans pursuant to COBRA, and for the Company to pay directly to the benefits provider, from the Separation Date until December 31, 2024, an amount equal to the excess of Mr. Fleishman’s cost for COBRA coverage over the cost he would have paid for group health plan coverage as an active Company executive. The Separation Agreement also provides for the Company to pay the cost of three months of executive coaching for Mr. Fleishman.
Under the terms of the Separation Agreement, all vested and unvested Company options that were awarded to Mr. Fleishman during his employment expired on the Separation Date. The Separation Agreement also contains, among other things, a general release by Mr. Fleishman of all claims against the Company Entities and certain related parties, and other customary provisions relating to confidentiality, non-disparagement and return of company property. The Separation Agreement further provides that the post-termination obligations of Mr. Fleishman under the Executive Employment Agreement he entered into with Mastech InfoTrellis, effective November 14, 2022, continue in full force in effect, including the non-solicitation and non-competition covenants set forth in that agreement.
Pursuant to applicable law, Mr. Fleishman has a period of seven calendar days from the Separation Date to revoke the Separation Agreement by providing the Company with written notice of such revocation. Any revocation of the Separation Agreement, however, shall not affect the finality of the separation of Mr. Fleishman’s employment with the Company Entities on the Separation Date.
The foregoing description of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement, which is filed herewith as Exhibit 10.1.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Confidential Separation Agreement and General Release entered into by and between Mastech Digital, Inc., Mastech InfoTrellis, Inc., Mastech Digital Data, Inc. and the subsidiaries and affiliates of each and Michael Fleishman | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MASTECH DIGITAL, INC. | ||
| By: | /s/ John J. Cronin, Jr. | |
| Name: | John J. Cronin, Jr. | |
| Title: | Chief Financial Officer | |
December 1, 2023