Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 7, 2022, Sean Doherty informed PASSUR Aerospace, Inc. ("PASSUR" or the
"Company") that he will resign from his position as Executive Vice President of
Finance and Administration, effective as of March 29, 2022. Following his
resignation from the Company, Mr. Doherty will remain subject to certain
customary restrictive covenants, including non-competition and non-solicitation
covenants, pursuant to the terms of a restrictive covenant agreement previously
entered into between Mr. Doherty and the Company.
In connection with Mr. Doherty's resignation, on March 7, 2022, the Board of
Directors of PASSUR approved the appointment of Allison O'Neill as Executive
Vice President of Finance and Administration of the Company, effective as of
March 29, 2022. In her role as Executive Vice President of Finance and
Administration of the Company, Ms. O'Neill will receive an annual salary of
$200,000 and will be eligible to receive a grant of options to purchase 100,000
shares of Common Stock of the Company under the Company's 2019 Stock Incentive
Plan, as amended, which will have a vesting period of five years and an exercise
price equal to the closing price of PASSUR's Common Stock on her first full day
of employment in this role. Ms. O'Neill will also be eligible to receive 25,000
Restricted Stock Units under the Company's 2019 Stock Incentive Plan, as
amended, which will have a vesting period of three years.
Ms. O'Neill, age 55, has served as Vice President of Talent Management of PASSUR
since April 2021. In this role, she has been responsible for talent review,
management, organization design and compensation management, as well as
oversight of all human resource requirements and activities. From January 2019
until June 2019, Ms. O'Neill served as President of Air Transport Industry
(ATI)-SITA Passenger Service System Inc., where she was accountable for the
planning and direction of key activities within the division. Her
responsibilities focused on business growth and market positioning, divisional
profits and losses, and delivering high quality services and solutions to match
the needs of ATI customers, portfolio development and management, and alignment
with SITA's overall vision and strategy. Ms. O'Neill also served as Vice
President of Passenger Solution Line from January 2012 until December 2018.
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