Manitex International, Inc. appointed J. Michael Coffey as new CEO

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


Appointment of J. Michael Coffey 

On April 11, 2022, the Company appointed J. Michael Coffey as Chief Executive Officer of the Company, effective as of April 11, 2022. 

Mr. Coffey, age 51, has served as Managing Director of Resurgence Advisory, LLC, a consulting firm, since 2021. Prior to that, he served as Chief Operating Officer of H-E Parts International from 2009 until 2018, and then as Chief Executive Officer from 2018 until 2021. There are no arrangements or understandings required to be disclosed pursuant to Item 401(b) of Regulation S-K or family relationships required to be disclosed pursuant to Item 401(d) of Regulation S-K. Similarly, there are no transactions with related persons required to be disclosed pursuant to Item 404(a) of Regulation S-K involving Mr. Coffey. 


In connection with his appointment as Chief Executive Officer of the Company, Mr. Coffey entered into an employment agreement with the Company effective as of April 11, 2022 (the "Employment Agreement"). Pursuant to the Employment Agreement, Mr. Coffey will serve as Chief Executive Officer of the Company for a term commencing on April 11, 2022 and continuing until the Employment Agreement is terminated by either the Company or Mr. Coffey. Mr. Coffey's employment will be at will, and the Employment Agreement may be terminated by either party at any time, with or without cause. 

Mr. Coffey will receive an annual base salary of $400,000, which will be reviewed annually by the Compensation Committee of the Company's board of directors (the "Board"), and will be eligible to receive annual cash incentives with an annual target bonus of 200% of his base salary, with 50% of the target bonus for 2022 guaranteed. In connection with his appointment, he will be granted (i) 100,000 restricted stock units with time-based vesting, (ii) 100,000 restricted stock units that vest upon a change of control under certain circumstances, (iii) up to 490,000 restricted stock units that would vest upon the attainment of certain Company stock price improvement milestones, and (iv) 100,000 options to purchase Company common stock. These grants will be made as an employment inducement award pursuant to NASDAQ Listing Rule 5635(c)(4). Mr. Coffey will also be entitled to employee benefits that the Company provides to employees generally, including medical benefits, participation in retirement plans and paid vacation time. 

If the Employment Agreement is terminated by the Company without "cause," by Mr. Coffey for "good reason" or due to his "permanent disability" (in each case as defined in the Employment Agreement), Mr. Coffey will be entitled to a severance payment of one year's salary plus continued health plan coverage and the payment of then vested or unvested Company equity incentive awards. Receipt of any severance will be conditioned on the execution of a full release of all claims against the Company and related persons and compliance by Mr. Coffey with a non-disparagement provision. If he is terminated for cause or if he resigns, Mr. Coffey is entitled to no severance payment, but will receive the value of any accrued and unpaid salary, earned but unpaid bonus and accrued but unused vacation. 

The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, which is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein. 

Transition of Steve Filipov 

In connection with Mr. Coffey's appointment as Chief Executive Officer, the Company announced that Steve Filipov, who has served as the Company's Chief Executive Officer since September 2019, will transition into the role of Special Advisor to the Company, effective as of April 11, 2022. Mr. Filipov is expected to transition off of the Board in connection with Mr. Coffey's expected election to the Board.