Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 4, 2019, Alaska Communications Systems Group, Inc. (the "Company")
approved the appointment of Tiffany Hoogerhyde (age 48) to the position of Vice
President, Finance & Controller of the Company effective December 8, 2019. This
Current Report on Form 8-K is being filed concurrently with the Company's public
announcement of the appointment. In this role, Ms. Hoogerhyde will serve as the
Company's principal accounting officer and be responsible for leadership of the
Company's accounting and general ledger operations, financial statement
preparation, tax reporting and compliance, certain regulatory reporting,
coordination of the annual independent audit and quarterly reviews, and internal
control processes. Ms. Hoogerhyde has served as the Company's Director,
Accounting since May 2013 and was the Director, Treasury Operations beginning in
August 2011. Ms. Hoogerhyde joined the Company's finance operations in January
1998.
The Company entered into a new employment agreement with Ms. Hoogerhyde (the
"Agreement"). Any prior agreements or understandings with respect to Ms.
Hoogerhyde's employment by the Company were cancelled as of the effective date
of the Agreement. However, all restricted stock units granted to Ms. Hoogerhyde
prior to the effective date of the Agreement shall continue in effect in
accordance with their respective terms and shall not be modified, amended or
cancelled by the Agreement.
The following summary of the Agreement is qualified in its entirety by reference
to the Agreement, which is attached as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated by reference herein.
Term. The appointment is effective December 8, 2019. The agreement can be
terminated by either party at any time for any reason, with or without cause.
Compensation. Ms. Hoogerhyde's initial annual base salary will be $180,000. In
addition to her base salary, effective January 1, 2020, Ms. Hoogerhyde will be
eligible for an annual cash incentive of 50% of her base salary, or $90,000.
Payment of the annual cash incentive is subject to achievement of Company and
individual performance targets and approval by the Company's Board of Directors.
Ms. Hoogerhyde will also be eligible for an annual long-term incentive
compensation award of 50% of her base salary, comprised of retention and
performance cash and/or equity compensation. All such awards are contingent upon
approval by the Company's Board of Directors.
Termination Benefits. Ms. Hoogerhyde will be covered by the Company's officer
severance policy.
There are no arrangements or understandings between Ms. Hoogerhyde and any other
persons in connection with her appointment. There are no family relationships
between Ms. Hoogerhyde and any director or executive officer of the Company, and
Ms. Hoogerhyde is not a party to any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Employment Agreement between Alaska Communications Systems Group, Inc.
and Tiffany Hoogerhyde effective December 8, 2019.
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ALASKA COMMUNICATIONS SYSTEMS GROUP, INC. 
