Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On June 10, 2024, TSS, Inc. (the “Company”) issued a press release announcing the appointment of Daniel M. Chism as Chief Financial Officer of the Company, effective June 7, 2024, succeeding John Penver. A copy of the press release is being furnished herewith as Exhibit 99.1.
Mr. Chism, age 56, was previously the Chief Financial Officer at Goodwill Industries of Central Texas from 2020 to 2023, where he also served as a board member and Treasurer for two of Goodwill’s affiliates: Blue Solutions and Goodwill Temporary Services, Inc. Prior to 2020, Mr. Chism held Chief Financial Officer positions at EZCORP, Inc. (NASDAQ EZPW), Cash Solutions Centers, and Gatsby Investments. Mr. Chism holds a master’s degree in professional accounting and a bachelor’s degree in accounting from the University of Texas at Austin.
In connection with Mr. Chism’s appointment to Chief Financial Officer, the Company entered into an employment agreement with Mr. Chism. Under the terms of the employment agreement, Mr. Chism’s base salary is $300,000, which, effective January 1, 2025, will be increased to $325,000. Mr. Chism is eligible to receive a bonus in the amount and on the terms established by the Company’s board. Mr. Chism is also entitled to receive vacation, health insurance and other benefits generally made available to the Company’s other executives. A copy of Mr. Chism’s employment agreement is filed as Exhibit 99.2 to this Form 8-K and incorporated by reference into this description.
Mr. Chism and the Company also entered into an award agreement. In accordance with the terms of the award agreement, on June 7, 2024, Mr. Chism received (a) 125,000 shares of restricted stock, vesting in equal annual installments on the first and second anniversaries of the grant date; and (b) an option to purchase 125,000 shares of the Company’s common stock at an exercise price of $1.72 per share, vesting in equal annual installments on the first, second and third anniversaries of the grant date. A copy of Mr. Chism’s award agreement is filed as Exhibit 99.3 to this Form 8-K and incorporated by reference into this description.
