| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Schwartz President and Chief Executive Officer Transition
On October 8, 2024, Anterix Inc. (the “Company”) announced that Robert H. Schwartz is stepping down from his role as the Company’s President and Chief Executive Officer and will provide advisory services to the Board of Directors (the “Board”) to support a successful leadership transition through November 1, 2024 (the “CEO Transition”). During this period, Mr. Schwartz will continue to receive his current base salary and be eligible for any benefits he is currently entitled to receive as an executive of the Company. In connection with the CEO Transition, Mr. Schwartz will resign from his service on the Company’s Board.
The Company has negotiated a Transition and Separation Agreement with Mr. Schwartz (the “Transition Agreement”), which provides for the following benefits (collectively, the “Severance Benefits”) subject to the effectiveness and the terms and conditions of the Transition Agreement:
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severance payments equal to two times the sum of his annualized base salary and target bonus as in effect as of the last day of his employment with the Company (the “Separation Date”); |
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a cash payment equivalent to Mr. Schwartz’s pro-rated target bonus for fiscal year 2025 (which ends on March 31, 2025), less any bonus amounts previously paid to Mr. Schwartz for fiscal year 2025; |
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18 months of continued COBRA benefits coverage; |
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accelerated vesting for an aggregate of 68,788 shares of common stock issuable under Mr. Schwartz’s outstanding time-based equity awards; |
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accelerated vesting for an aggregate of 33,417 shares of common stock issuable under Mr. Schwartz’s performance-based equity awards; |
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an option exercise period extension for each of his outstanding stock option awards equal to the lesser of two years from the Separation Date or the applicable expiration term of the stock option award; and |
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if the Company is subject to a change in control within six months from the Separation Date, then accelerated vesting for all of his unvested time-based equity awards and his performance-based equity awards will vest at the greater of the target amount or the level determined by the actual achievement of the applicable performance metric; provided that any option shares that accelerate due to a change in control shall be exercisable for nine months after the change in control. |
The foregoing Severance Benefits will be offered under the Transition Agreement in exchange for a release and waiver of claims and continued obligations related to the Company’s proprietary information. Further, pursuant to the Transition Agreement, for a period of 24 months following the Separation Date, Mr. Schwartz will agree to non-solicitation provisions relating to certain of the Company’s employees, the Company’s business and current or potential customers, and will agree to not invest, counsel, advise or otherwise be engaged or be employed by a competitor of the Company as defined in the Transition Agreement.
The foregoing description of the terms of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Transition Agreement, a copy of which will be filed with the Company’s Quarterly Report for the quarter ending December 31, 2024.
Lang President and Chief Executive Officer Appointment
Further, as part of the CEO Transition, the Board appointed Scott A. Lang, who has served as director since August 2024, as the Company’s President and Chief Executive Officer. The Board also designated Mr. Lang as the Company’s principal executive officer for purposes of the rules and regulations of the Securities and Exchange Commission. Due to his service as an executive of the Company, effective as of the date of his appointment, Mr. Lang will resign from serving on the Board’s Audit Committee and Nominating and Governance Committee. After his resignation, each of these two Board committees will continue to be comprised of at least three independent directors.
Biological information for Mr. Lang can be found on page 17 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 3, 2024 and is incorporated herein by reference.