CVD EQUIPMENT CORP : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K) | MarketScreener

2022-09-03 04:12:14 By : Ms. Angie Yan

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

Resignation of Thomas McNeill as Chief Financial Officer

Effective as of August 30, 2022, Thomas McNeill, the Chief Financial Officer, Executive Vice President, Secretary and Treasurer of CVD Equipment Corporation (the "Company"), resigned from all positions with the Company. Mr. McNeill's resignation is not the result of any dispute or disagreement with the Company, including any matters relating to the Company's accounting practices or financial reporting. In connection with Mr. McNeill's resignation, the Company and Mr. McNeill entered into a Separation Agreement and General Release, dated as of August 31, 2022 (the "Separation Agreement").

The following is a brief description of the material terms and conditions of the Separation Agreement:

The foregoing is a brief description of the Separation Agreement and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1, and incorporated herein by reference.

Appointment of Richard Catalano as Chief Financial Officer

On August 30, 2022, the Board of Directors appointed Richard Catalano as Chief Financial Officer, Vice President, Secretary and Treasurer of the Company, effective as of August 30, 2022.

Mr. Catalano, age 62, is an experienced senior-level accounting professional who began his career at KPMG LLP in 1982. Throughout his 37 years as an audit professional, Mr. Catalano has advised a diverse array of clients through private equity financed transactions, M&A related accounting, and filings with the U.S. Securities and Exchange Commission. Towards the later part of his tenure, Mr. Catalano served as the leader of KPMG LLP's Metro New York Healthcare and Life Sciences Practice and then co-led KPMG Global Audit Methodology Group. Mr. Catalano is a Certified Public Accountant licensed to practice in the State of New York. Mr. Catalano holds a bachelor's degree in Business Administration in Accounting from Hofstra University.

There is no family relationship between Mr. Catalano and any director or officer of the Company. There are no transactions between Mr. Catalano and the Company that would be required to be reported under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended.

In connection with Mr. Catalano's appointment, the Company and Mr. Catalano entered into an offer letter which summarizes the terms of his employment and compensation (the "Offer Letter"). Pursuant to the Offer Letter, Mr. Catalano will receive an initial annual base salary of $250,000 and is eligible to participate in the bonus plan available to the Company's senior executives. In addition, Mr. Catalano was granted stock options to purchase 20,000 shares of the Company's common stock, which shall vest in four equal installments.

The foregoing is a brief description of the Offer Letter and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is attached hereto as Exhibit 10.2, and incorporated herein by reference.

On September 1, 2022, the Company issued a press release announcing Mr. Catalano's appointment as Chief Financial Officer. A copy of the press release is being furnished as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

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