Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 14, 2017, the B
oard of Directors
of SAExploration Holdings, Inc. (the “Company”) determined that the entire amount of the cash performance awards for 2016 payable to
Jeff Hastings, the Company’s Chief Executive Officer and Chairman of the Board of Directors, Brian Beatty, the Company’s Chief Operating Officer, and Brent Whiteley, the Company’s Chief Financial Officer, General Counsel and Secretary, under their respective Amended and Restated Employment Agreements with the Company dated August 3, 2016, will be paid by the Company in cash. It was previously anticipated that 33.33% of such awards ($321,029, $321,029 and $172,569 for Messrs. Hastings, Beatty and Whiteley, respectively) would be settled in equity of the Company. As a result, Messrs. Hastings, Beatty and Whiteley will receive, all in cash, total cash performance awards for 2016 of $963,087, $963,087 and $517,707, respectively.
Item 8.01. Other Events.
On June 15, 2017, the Board appointed Michael Faust as
the lead independent director of the Board. Mr. Faust has served as a director of the Company and as a member of the Audit Committee of the Board since his appointment to the Board on January 11, 2017.
The lead independent director's responsibilities include, but are not limited to, (a) coordinating the activities of the independent directors, (b) setting the agenda for Board meetings in coordination with the Company’s executive management, (c) chairing executive sessions of the independent directors of the Board, and (d) performing such other duties as are assigned to him from time to time by the Board.