Blog: FLOTEK INDUSTRIES INC/CN/ : Change in Directors or Principal … – Marketscreener.com

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

(b) Departure of Chief Executive Officer and President


On January 19, 2023, Flotek Industries, Inc. (the "Company") announced the
departure of John W. Gibson, Jr. from his role as Chief Executive Officer and
President of the Company, effective January 19, 2023 (the "Effective Date"). Mr.
Gibson will also be stepping down from his role as Chairman of the Board of
Directors (the "Board") of the Company. For purposes of Section 5(c) of his
existing employment agreement with Company, dated effective as of December 22,
2019 (filed as Exhibit 10.1 to the Company's Form 8-K filed on December 27,
2019, the "Gibson Employment Agreement"), Mr. Gibson's departure will be treated
as a termination without cause.

In connection with his separation, the Company and Mr. Gibson have entered into
a Separation Agreement and General Release (the "Separation Agreement"),
attached hereto as Exhibit 10.1 and incorporated herein by reference, pursuant
to which Mr. Gibson will receive $1,500,000 as consideration to settle any
disputes between the parties, including any and all claims and controversies
arising out of Mr. Gibson's employment relationship with the Company, any
disputes regarding alleged oral promises made to Mr. Gibson, any disputes
regarding his post-termination benefits, and any disputes related to his equity
grants. Under the Separation Agreement, the $1,500,000 settlement payment will
be made in four installments, with the first installment of $600,000 payable
upon the 8th calendar day following Mr. Gibson's signing of the Separation
Agreement, provided he does not revoke the Separation Agreement's ADEA release
(which is revocable within seven days of signing the Separation Agreement). The
remainder of the settlement payment is payable in three equal installments on
the successive monthly anniversary dates of the first installment. As part of
the settlement, Mr. Gibson has agreed to forfeit all of his outstanding options
and unvested restricted stock units. In addition, Mr. Gibson has agreed to a
six-month lock up period with respect to 250,000 shares of common stock owned by
Mr. Gibson, which will prohibit Mr. Gibson from selling those shares during the
lock up period. Consistent with the Gibson Employment Agreement, the Company
will reimburse Mr. Gibson for his COBRA premiums paid and provide access to the
Company's Group Health Plan through December 31, 2024. As part of the
settlement, under the Separation Agreement Mr. Gibson will remain subject to
customary restrictive covenants for 12 months following the separation
(including non-competition and non-solicitation covenants). Mr. Gibson will also
agree to maintain the confidentiality of proprietary company information,
intellectual property and trade secrets. Additionally, the Separation Agreement
includes a full release of claims by Mr. Gibson in favor of the Company and
customary non-disparagement protection.

Mr. Gibson's departure as Chairman of the Board, Chief Executive Officer and
President of the Company was not due to any disagreement with the Company or any
matter relating to the Company's operations, policies or practices.

(c) Appointment of Interim Chief Executive Officer

The Board has an active search process underway to select a permanent Chief
Executive Officer of the Company. During the transition period, Harsha V. Agadi,
who has served as a member of the Board since July 2020, will serve as the
Company’s interim Chief Executive Officer.


Mr. Agadi, age 60, served as Chief Executive Officer and Board Member of
Crawford and Co, a publicly traded insurance claims company. Prior to that, he
served as Chief Executive Officer of Friendly's Ice Cream Corporation and
Church's Chicken, Inc., among other private and public companies. He also served
as Chairman of the Board for several of these companies. Currently, Mr. Agadi is
the Chairman of GHS Holdings, LLC and serves on the board of Diversified
Foodservice Supply, Inc. He is also Chairman of the SKSVMA College of
Engineering and Agadi Sunrise Hospital Private Limited in India.

Pursuant to an employment agreement between Mr. Agadi and the Company (the
"Agadi Interim Employment Agreement"), attached hereto as Exhibit 10.2 and
incorporated herein by reference, the Compensation Committee of the Company and
the Board have approved compensation for Mr. Agadi for his service as interim
Chief Executive Officer. Mr. Agadi will be entitled to a salary of $50,000 per
month in this interim role. Pursuant to the Agadi Interim Employment Agreement
and an associated Stand-Alone Restricted Stock Unit Award Agreement (attached
hereto as Exhibit 10.3 and incorporated herein by reference), Mr. Agadi will
also receive a one-time grant of restricted stock units valued at $150,000.


--------------------------------------------------------------------------------

There are no family relationships between Mr. Agadi and any Company director or
executive officer, and no arrangements or understandings between Mr. Agadi and
any other person pursuant to which he was selected as an officer. Mr. Agadi is
not a party to any current or proposed transaction with the Company for which
disclosure is required under Item 404(a) of Regulation S-K.

In addition to Mr. Agadi’s appointment as interim Chief Executive Officer, the
Company also announced the promotion of Ryan Ezell, the Company’s Chief
Operating Officer, to President of the Company, effective January 20, 2023.


Prior to his appointment as President, Dr. Ezell, age 44, has held various roles
with Company, including as Chief Operating Officer since March 2022, President,
Chemistry Technologies since August 2020, Senior Vice President, Operations from
March 2020 to August 2020, and Vice President, Operations from August 2019 to
March 2020. Prior to joining the Company, Dr. Ezell served as Vice President,
Baroid Drilling Fluids for Halliburton from May 2006 to July 2019. Mr. Ezell
holds a Ph.D in Polymer Science from the University of Southern Mississippi and
a B.S. in Chemistry from Millsaps College.

Dr. Ezell's promotion will not result in any increase to annual base salary or
any additional equity awards. No changes were made to Dr. Ezell's existing
employment agreement, which was filed as Exhibit 10.1 to the Company's Form 8-K
filed on January 6, 2021. A description of Dr. Ezell's employment agreement is
also included in the Company's Definitive Proxy Statement for the 2022 Annual
Meeting of Shareholders, filed with the Securities and Exchange Commission on
April 29, 2022.

There are no family relationships between Dr. Ezell and any Company director or
executive officer, and no arrangements or understandings between Dr. Ezell and
any other person pursuant to which he was selected as an officer. Mr. Agadi is
not a party to any current or proposed transaction with the Company for which
disclosure is required under Item 404(a) of Regulation S-K.


Item 7.01 Regulation FD Disclosure


On January 19, 2023, the Company issued a press release announcing the departure
of Mr. Gibson, the appointment of Mr. Agadi as interim Chief Executive Officer,
the appointment of Mr. Nierenberg as the Non-Executive Chairman of the Board,
and the promotion of Ryan Ezell as President of the Company. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.

As a result of Mr. Agadi's appointment as interim Chief Executive Officer and
Mr. Nierenberg's appointment as Non-Executive Chairman, the Board has also made
various committee reassignments. Effective as of January 20, 2023, the
membership of the Audit, Compensation and Governance & Nominating Committees of
the Board shall be composed as follows:

•Audit Committee: Lisa Mayr (Chair), David Nierenberg, Evan Farber

•Compensation Committee: Michael Fucci (Interim Chair), Evan Farber, Lisa Mayr

•Governance & Nominating Committee: Evan Farber (Chair), Lisa Mayr, David
Nierenberg

The information furnished pursuant to Item 7.01 of this Current Report on 8-K
and in Exhibit 99.1 shall not be deemed to be “filed” for the purposes of
Section 18 of the Exchange Act, is not subject to the liabilities of that
section and is not deemed incorporated by reference into any filing of the
Company under the Securities Act of 1933, as amended, or the Exchange Act,
except as otherwise expressly stated in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

——————————————————————————–


Exhibit Number                     Description
10.1                                 Separation Agreement and General 

Release, dated January 19, 2023,

                                   between the Company and John Gibson
10.2                                 Employment Agreement    ,     dated January 19, 2023, between the
                                   Company and Harsha Agadi
10.3                                 Stand-Alone Restricted Stock Unit Award Agreement
99.1                                 Press Release of Flotek Industries, Inc.


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