GSE Systems Inc (GVP)

[TallTrader]

CEO taking stock in lieu of $400k salary

On July 28, 2023, GSE Systems Inc. (the “Company”) entered into a letter agreement (the “Letter Agreement”) with Kyle Loudermilk, the Chief Executive Officer of the Company, with respect to Mr. Loudermilk’s annual salary.

The Letter Agreement (i) reduces Mr. Loudermilk’s annual salary for the period of June 1, 2023 to May 30, 2024 (the “Effective Period”) from $446,250.00 to $46,250.00, and (ii) in lieu thereof, grants Mr. Loudermilk certain restricted stock units (“RSUs”) on a quarterly basis beginning September 30, 2023. The number of RSUs granted shall be determined by dividing the amount of Mr. Loudermilk’s salary reduction ($400,000.00 in the aggregate during the Effective Period) for each such period by the five-day volume weighted average price of the Company’s common stock (calculated to two decimal places) using all trades completed on a trading day as reported by NASDAQ; or, if the Company’s common stock is not then listed on the NASDAQ, by such other exchange on which the Company lists its common stock, immediately preceding the grant date, subject to vesting and all other terms and conditions set forth in the Company’s 1995 Long Term Incentive Plan.

The remainder of Mr. Loudermilk’s terms of employment remain unchanged and are as set forth in his Employment Agreement, dated July 1, 2015 (as amended July 1, 2016, June 12, 2017 and January 11, 2019) (the “Employment Agreement”). Additional compensation owed to Mr. Loudermilk pursuant to the Employment Agreement, such as bonus compensation and any other performance-based RSUs or equity awards, shall continue to be calculated based on Mr. Loudermilk’s prior annual salary of $446,250.00 as contemplated in the Employment Agreement.

https://www.sec.gov/Archives/edgar/data/944480/000094448023000072/form8-k_loudermilk.htm