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KeyW Announces Changes to Executive Leadership Team

HANOVER, Md., May 10, 2017 (GLOBE NEWSWIRE) — The KeyW Holding Corporation (NASDAQ:KEYW) announced today that the company’s chief operating officer (COO), Mark Willard, and chief administrative officer, Kim DeChello (CAO), will step down from their current roles. Both leaders will actively support the business through the end of the quarter and then transition to strategic advisory roles.

“As founders and shareholders of the company, Kim and I are excited for KeyW’s future. The company has a solid strategy and the time is right to transition as the company enters the next phase of growth,” said Mark Willard, departing COO. “We’re committed to supporting a smooth transition and look forward to continued success in the longer term.”

“I want to personally thank Mark and Kim for their leadership and ongoing commitment to KeyW. We’re grateful for the work they’ve done to establish and nurture the business—and to help make KeyW the great company it is today,” said Bill Weber, KeyW’s chief executive officer.

KeyW also announced the appointment of John Sutton as COO, effective May 15, 2017, and Marion Ruzecki as Chief People Officer, effective June 12, 2017.

“John has extensive experience with growth and mergers and acquisitions, and he brings an operational discipline that aligns well with our go-forward strategy,” said Mr. Weber. “The timing couldn’t be better, especially as we continue our integration with Sotera Defense Solutions.”

With more than 30 years of experience, Mr. Sutton joins KeyW from Vencore Inc. where he led the operations and growth of the Defense, Civilian and Homeland Security Group. He also played a critical role in more than 25 merger and acquisition (M&A) processes and 13 transactions, including PRC to Litton, GRC to AT&T, McDonald Bradley to ManTech, and QinetiQ NA to Vencore—and has extensive experience capturing and delivering technology programs in the federal market.                          

Ms. Ruzecki has more than 22 years of experience developing and implementing the people strategy for technology firms in both the federal and commercial sectors. She joins KeyW from Novetta where she served as the senior vice president for Employee Care and Development. In this role, she oversaw all aspects of the employment experience from recruiting to benefits, career development and company culture; and played a critical role in post M&A integrations. Before Novetta, she served as a strategic advisor for several industry-leading technology firms; and prior to that, she held direct leadership positions such as recruiting director for ManTech.

“KeyW’s business is built on the strength of our people. It’s not enough to be good at people-related matters—we have to be the best,” said Bill. “And Marion brings this.”

The employment agreements with each of Mr. Sutton and Ms. Ruzecki provide for grants of inducement equity awards outside of KeyW’s Amended and Restated 2013 Stock Incentive Plan, in accordance with NASDAQ Listing Rule 5635(c)(4). The agreements and grants were authorized by the Compensation Committee of Holdings’ Board of Directors, and approved by the full Board of Directors, as inducements material to the two individuals entering into employment with KeyW. The inducement grants consist of (i) up to 200,000 shares of KeyW’s common stock for Mr. Sutton, and (ii) up to 100,000 shares of KeyW’s common stock for Ms. Ruzecki, each as a long-term incentive inducement that will be granted during the five-year period following commencement of their respective employment, in the amounts set forth below, provided KeyW’s stock price exceeds the applicable target share prices set forth below for at least 30 consecutive trading days:

John Sutton
Target Price Per Share   Long-Term Incentive Shares
$ 13.00   25,000
$ 16.00   25,000
$ 20.00   50,000
$ 25.00   50,000
$ 30.00   50,000
Marion Ruzecki
Target Price Per Share   Long-Term Incentive Shares
$ 13.00   12,500
$ 16.00   12,500
$ 20.00   25,000
$ 25.00   25,000
$ 30.00   25,000

The issuance and vesting of the inducement shares will be contingent upon the individuals’ continued employment with KeyW, subject to acceleration upon certain events.

About KeyW

KeyW is a pure-play national security solutions provider for the Intelligence, Cyber and Counterterrorism Communities’ toughest challenges. We support the collection, processing, analysis and dissemination of information across the full spectrum of their missions. We employ and challenge more than 2,000 of the most talented professionals in the industry with solving such complex problems as preventing cyber threats, transforming data into intelligence and combating global terrorism.

About KeyW
KeyW is an innovative national security solutions provider to the Intelligence, Cyber, and Counterterrorism communities. KeyW’s advanced technologies in cyber; intelligence, surveillance and reconnaissance; and analytics span the full spectrum of customer missions and enhanced capabilities. The company’s highly skilled workforce solves complex customer challenges such as preventing cyber threats, transforming data to actionable intelligence, and building and deploying sensor packages into any domain. For more information, please visit and follow KeyW on Twitter @KeyWCorp.

Forward-Looking Statements: Statements made in this press release that are not historical facts constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements containing the words “estimates,” “believes,” “anticipates,” “plans,” “expects,” ‘will,” “potential,” “opportunities,” and similar expressions. Our actual results, performance or achievements or industry results may differ materially from those expressed or implied in these forward-looking statements, including, but not limited to, express or implied statements concerning: our expectations regarding our future financial performance, including the potential impact of successful contract awards; our bid and proposal pipeline; our ability to achieve projected growth in certain of our business units and the expected timing of such growth; demand for our products, services and solutions serving the intelligence, cyber and counterterrorism communities; and performance of key contracts, including the timing of production related to certain of our contracts and product offerings. Factors that may cause our results to differ, potentially materially, from those expressed or implied in our forward-looking statements include, but are not limited to: risks to our business and financial results related to reductions and other spending constraints imposed on the U.S. Government, including as a result the Federal budget deficit and Federal government shut-downs; risks of adverse regulatory action or litigation; risks that changes, cutbacks or delays in spending by Intelligence Community (IC) customers, including the National Security Agency (NSA), the National Geospatial-Intelligence Agency (NGA), and other agencies within the IC, the Federal Bureau of Investigation, and the Department of Defense (DoD) may occur, which could cause delays or cancellations of key government contracts; risks of delays to or the cancellation of our projects as a result of protest actions submitted by our competitors; risks that changes may occur in Federal government (or other applicable) procurement laws, regulations, policies and budgets; risks related to changes in government and customer priorities and requirements (including cost-cutting initiatives, the potential deferral of awards, terminations or reduction of expenditures to respond to the priorities of Congress and the Administration; and those risk factors set forth in our Annual Report on Form 10-K, dated and filed March 16, 2018 with the Securities and Exchange Commission (SEC), and other filings that we make with the SEC from time to time. Due to such uncertainties and risks, investors are cautioned not to place undue reliance on such forward-looking statements. We are under no obligation to (and expressly disclaims any such obligation to) update or alter our forward-looking statements whether as a result of new information, future events or otherwise.

Media Contact:
Karen Coker
Director, Corporate Communications

Investor Contact:
Mark Zindler
Vice President, Investor Relations and Treasury