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Section 1: 8-K (8-K)



Washington, D.C. 20549


Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2019


(Exact name of Registrant as specified in its charter)

(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

2424 Garden of the Gods Road, Suite 300
Colorado Springs, CO 80919
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (719) 591-3600

Not Applicable
(Former name or former address, if changed since last report)
Securities Registered Under Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share
New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


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

(b) Resignation of Acting Chief Financial Officer

Vectrus, Inc. (the “Company”) successfully completed a comprehensive search for the next Chief Financial Officer and on August 5, 2019, William B. Noon, the Company’s Corporate Vice President, Acting Chief Financial Officer and Chief Accounting Officer submitted his resignation from the Acting Chief Financial Officer position, effective August 7, 2019. Mr. Noon will continue to serve as the Company’s Corporate Vice President and Chief Accounting Officer.

(c) Appointment of New Chief Financial Officer

On August 5, 2019, the Board of Directors (the “Board”) of the Company appointed Susan D. Lynch, age 57, as Senior Vice President and Chief Financial Officer, effective August 7, 2019.

Ms. Lynch has over twenty-five years of experience in finance and accounting across multiple industries. Prior to joining the Company, since April 2016, Lynch served as Chief Financial Officer and Executive Vice President of Sungard Availability Services Capital Inc., a $1.1 billion privately equity backed, global enterprise providing cloud, disaster recovery, managed private and shared hosting and colocation IT service provider. While at Sungard, Ms. Lynch was responsible for all aspects of financial management for the global business, including tax, treasury, investor relations, controllership, financial planning and analysis, internal audit and controls, procurement and financial shared services. From 2007 to 2015, Lynch served as Executive Vice President and Chief Financial Officer of Hitachi Vantara (formerly known as Hitachi Data Systems), a division of Hitachi, Ltd. and provider of global data storage infrastructure solutions, software, and professional services. While at Hitachi, Lynch led and managed the internal audit and control, financial reporting and analysis, controllership, indirect procurement and facilities, financial shared services, tax and treasury functions. From 1984 to 2007, Lynch was VP & CFO for Raytheon Technical Services Company, and held various financial leadership positions of increasing responsibility for Honeywell International, Inc. and Geonex Corporation. Ms. Lynch received her Bachelor’s degree from MidAmerica Nazarene University and is a Certified Public Accountant.

There is no arrangement or understanding between Ms. Lynch and any other person pursuant to which Ms. Lynch was selected as the Company’s Senior Vice President and Chief Financial Officer. Ms. Lynch has no family relationships with any director or executive officer of the Company. In addition, Ms. Lynch has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

(e) Ms. Lynch‘s Letter Agreement

On July 7, 2019, the Company and Ms. Lynch entered into an employment letter (the “Lynch Letter Agreement”), the terms of which were approved by the Company’s Compensation and Personnel Committee (the “Committee”). The material terms of Ms. Lynch’s compensation

include the following elements: (i) an annual base salary of $430,019.20, (ii) eligibility for an annual incentive bonus with a target amount for 2019 of 65% of her annual base salary, prorated based on the number of months worked during 2019, and (iii) eligibility for annual long-term incentive awards with an aggregate target for 2019 of $450,000 under the Company’s Long-Term Incentive Program. It is anticipated that fifty percent (50%) of her 2019 long-term incentive award will be in the form of a cash incentive opportunity tied to relative total shareholder return, and fifty percent (50%) will be in the form of time-vesting restricted stock units. She will also be eligible to participate in the Company’s compensation and benefit plans, policies and arrangements that are applicable to other employees. Ms. Lynch will be an at-will employee at all times.

The foregoing description of the terms of the Lynch Letter Agreement is not complete and is subject to, and qualified in its entirety by, the terms of the Lynch Letter Agreement. A copy of the Lynch Letter Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

Attached hereto as Exhibit 99.1 is a press release issued by the Company on August 5, 2019.

The information contained in this Item 7.01 (including Exhibit 99.1) is furnished pursuant to Item 7.01 Regulation FD Disclosure and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.     Description
10.1         Lynch Letter Agreement, dated July 7, 2019, between Vectrus, Inc. and Susan D. Lynch
99.1        Press release issued by Vectrus, Inc. on August 5, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 5, 2019
/s/ Kathryn S. Lamping
Deputy General Counsel
and Corporate Secretary

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Section 2: EX-10.1 (EXHIBIT 10.1)




Benefits at a Glance for Vectrus Employees Here’s a quick review of the total benefits offered to you as an employee of Vectrus. BENEFIT . . . WHAT IT PROVIDES . . . Vectrus 401(k) Plan Opportunity to save income for retirement partnering with Prudential Medical Plans Medical plan options for employee and eligible dependents: • 1 PPO plan • 2 High Deductible Health Plans (HDHP) Health Savings Account (HSA) Opportunity to save income, tax-free, to use for eligible medical expenses for those enrolled in a Vectrus High Deductible Health Plan (HDHP) Tele-Health Benefit Access to medical providers via telephone or internet for those participating in a Vectrus medical plan Dental Plan Optional dental plan for employee and eligible dependents that offer two separate network options Vision Plan Option to enroll in one of two vision plans offered to employee and eligible dependents Flexible Spending Accounts (FSA) Ability to save income, tax-free, to pay for certain qualified healthcare, dependent care, parking, and/or transit expenses Short Term Disability Plan (STD) Paid or optional disability plan that would provide partial income replacement for approved claims – coverage pending on benefit package offered Long Term Disability Plan (LTD) Optional disability plan that would provide partial income replacement for approved claims beginning after 6 months Life and Accidental Death and Dismemberment Company paid life and accidental death and (AD&D) Insurance Plan dismemberment benefit – coverage pending on benefit package offered Voluntary Life Insurance Plan Optional life insurance for employee and eligible family members Voluntary Accidental Death and Optional accidental death and dismemberment insurance Dismemberment (AD&D) Insurance Plan for employee and eligible family members

Employee Assistance Program Company paid benefit that provides an array of services for you and your immediate family to support your day to Employee Discount Program day life Educational Reimbursement Company assistance for educational reimbursement offered to employees pending on benefit package offered *some benefit packages do not offer this benefit* Business Travel Accident Plan Company paid, additional accident insurance for you when you travel for Vectrus Accident Insurance Offered by VOYA - optional plan that would pay the employee directly for certain accidents Hospital Confinement Insurance Offered by VOYA - optional plan that would pay the employee directly for hospital stays Critical Illness Insurance Offered by VOYA - optional plan that would pay the employee directly for certain illnesses Vacation/Sick or PTO Either PTO or Vacation/Sick package is offered to every employee pending on the benefit package offered Holiday Number of paid holidays pending on benefit package offered Important Note: As provided in all Vectrus benefit plans, the terms and conditions of the plan documents will govern, and while Vectrus expects to continue the plan or plans indefinitely, it reserves the right to change or discontinue the plan or plans at any time for some or all participants. 1/2019

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Section 3: EX-99.1 (EXHIBIT 99.1)

Vectrus Names Susan Lynch Chief Financial Officer COLORADO SPRINGS, Colo., August 5, 2019 -- Vectrus, Inc. (NYSE: VEC) announced that Susan Lynch has been appointed senior vice president and chief financial officer, effective August 7, 2019. Lynch brings more than 25 years of senior leadership financial experience to Vectrus and will be responsible for global financial management of the company’s business including tax, treasury, controllership, and financial planning and analysis. “Susan is a seasoned CFO with a strong track record in the government services, technology, defense, and manufacturing industries. In addition to her deep financial experience, her focus on both performance and cost control will support us well on our journey to our 5-year goals of $2.5 billion in revenue and 7% EBITDA margin. We are thrilled to welcome Susan to the Vectrus team,” said Chuck Prow, Vectrus president and chief executive officer. Lynch was most recently executive vice president and chief financial officer for Sungard Availability Services (Sungard AS), a leading provider of critical production and recovery services to global enterprise companies, where she was responsible for internal audit and controls, financial reporting and analysis, controllership, tax, treasury, procurement, investor relations and financial shared services. Before joining Sungard AS, Lynch was executive vice president and chief financial officer for Hitachi Data Systems (now Hitachi Vantara) where she was responsible for all facets of the organization’s financial strategy, planning, accounting, real estate, procurement, and financial shared services. She led the financial organization through a significant growth period, optimizing their financial processes while improving business partnering. Prior to Hitachi Data Systems, Lynch served as vice president and chief financial officer for Raytheon Technical Services Company where she was responsible for the organization's financial strategy, planning and accounting. Prior to Raytheon, she held a broad range of senior management roles at Honeywell International including Assistant Corporate Controller, Global Business Services; Director of Business, Analysis and Planning; and CFO for the Latin American region. Lynch received her Bachelor’s degree in Accounting and Business Administration from MidAmerica Nazarene University in Olathe, Kansas. About Vectrus Vectrus is a leading global government services company with a history in the services market that dates back more than 70 years. The company provides facility and base operations; supply chain and logistics services; information technology mission support; and engineering and digital technology services to U.S. government customers around the world. Vectrus is differentiated by operational excellence, superior program performance, a history of long-term customer relationships and a strong commitment to their customers' mission success. Vectrus is headquartered in Colorado Springs, Colo., and includes about 6,700 employees spanning 129 locations in 22 countries. In 2018, Vectrus generated sales of $1.3 billion. To learn about career opportunities at Vectrus, visit For more information, visit the company's website at or connect with Vectrus on Facebook, Twitter, and LinkedIn. Contact: Mike Smith, CFA (719) 637-5773 [email protected]

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