UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 28, 2023, Data Storage Corporation (the “Company”) entered into Executive Employment Agreements with each of Charles M. Piluso, the Chief Executive Officer of the Company (the “Piluso Agreement”) and Chris H. Panagiotakos, the Chief Financial Officer of the Company (the “Panagiotakos Agreement”, and collectively with the Piluso Agreement, the “Employment Agreements”), in accordance with the recommendation of the Compensation Committee of the Board of Directors of the Company and the approval of the Board of Directors. The Employment Agreements are effective as of January 1, 2023, for an initial term of three years (the “Employment Term”) and provide for changes in base salary, equity compensation and bonus plans for Messrs. Piluso and Panagiotakos.
Pursuant to the terms and conditions of the respective Employment Agreement, Mr. Piluso and Mr. Panagiotakos are entitled to the following:
Base Salary
Mr. Piluso shall receive an annual base salary of $225,000 in 2023, $235,000 in 2024 and $260,000 in 2025.
Mr. Panagiotakos shall receive an annual base salary of $215,000 in 2023, $225,000 in 2024 and $242,500 in 2025.
Equity Compensation
Mr. Piluso is entitled to an equity award in the beginning of each calendar year for a total value of $100,000, which shall be equally split between restricted stock units and stock options, vesting in three equal annual installments over the three-year period measured from the grant date. Mr. Piluso may also be granted 75,000 performance share units (the “PSUs”) on the Effective Date, vesting in three installments upon the Company’s market capitalization reaching (i) $35,000,000, (ii) $50,000,000 and (iii) $75,000,000, but no such PSUs shall vest until the first anniversary of the Effective Date.
Mr. Panagiotakos is entitled to an equity award in the beginning of each calendar year for a total value of 25% of the base salary, which shall be equally split between restricted stock units and stock options, vesting in three equal annual installments over the three-year period measured from grant date.
Annual Bonus Plans
Mr. Piluso may be eligible for a discretionary cash performance bonus ranging from $75,000 to $300,000, for each calendar year during the Employment Term.
Mr. Panagiotakos may be eligible for bonuses based on his attainment of certain management objectives (the “MBO Bonus”). Each MBO Bonus is discretionary and shall be equal to 25% of Mr. Panagiotakos’ base salary. In addition, Mr. Panagiotakos may be eligible to receive a financial objective achievement bonus of $45,000 and a long-term incentive bonus equal to 25% of his base salary consisting of stock options and RSUs.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
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.
| Dated: March 30, 2023 | DATA STORAGE CORPORATION | |
| By: | /s/ Charles M. Piluso | |
| Name: | Charles M. Piluso | |
| Title: | Chief Executive Officer | |