HANOVER, Md., May 23, 2016 (GLOBE NEWSWIRE) — The KEYW Holding Corporation (NASDAQ:KEYW) announced today the departure of the company’s Chief Financial Officer and Executive Vice President Philip L. Calamia. Mr. Calamia is departing KEYW to pursue other opportunities.
“I would like to recognize Phil for his leadership and significant contributions to KEYW over the last two and a half years as the company navigated through major transitions,” said Bill Weber, president and CEO of KEYW. “On behalf of everyone at KEYW, I thank Phil for his service and wish him well in his future endeavors.”
KEYW also announced the appointment of Michael J. Alber as Chief Financial Officer and Executive Vice President. His appointment is effective June 13, 2016. Mr. Calamia will remain with the company until the transition of the CFO responsibilities to Mr. Alber.
“With KEYW’s transition to a pure-play intelligence solutions-focused company nearing completion, I am pleased that Mike Alber chose to join KEYW as our CFO,” said Mr. Weber. “Mike’s significant experience in the government solutions industry and large public companies will serve the company well. As we embark on the execution of our strategic plan to expand our presence in the U.S. Intelligence and Cyber Community, KEYW will benefit greatly from Mike’s diverse expertise running sophisticated financial operations in both services and technology centric organizations.”
With more than 30 years of corporate finance, accounting and administrative experience with federal contractors, Mr. Alber most recently served as Chief Financial Officer at Engility Corporation. Prior to Engility, Mr. Alber held the position of Chief Financial Officer and Treasurer at Alion Science and Technology. He has also held senior executive positions at SAIC, where he served as a senior vice president and group controller, and at Network Solutions, Inc.
In connection with Mr. Alber’s appointment, KEYW entered into an employment agreement with Mr. Alber, which provides 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 agreement and grants were authorized by both the Compensation Committee of KEYW’s Board of Directors as well as the Board of Directors as inducements material to Mr. Alber entering into employment with KEYW. The inducement grants, which are issuable upon commencement of Mr. Alber’s employment, include up to an aggregate of 375,000 shares of KEYW’s common stock as a long-term incentive inducement that will be granted during the five-year period following commencement of Mr. Alber’s 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:
Target Price Per Share Long-Term Incentive Shares
These long-term incentive shares will be subject to a two-year holding period following the grant date. The granting and vesting of the inducement shares will be contingent upon Mr. Alber’s continued employment with KEYW, subject to acceleration upon certain events.
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.
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