HANOVER, Md., Jan. 05, 2016 (GLOBE NEWSWIRE) — The KEYW Corporation, a wholly-owned subsidiary of The KEYW Holding Corporation (NASDAQ:KEYW), announced today it has named Michele M. Cook as Executive Vice President of Business Development, with an employment commencement date of January 18, 2016.
With almost 20 years of experience within the Department of Defense and Intelligence C4ISR community, Ms. Cook is a recognized industry leader in strategic business development with directly-attributable industry career sales in excess of $5 billion, including leading sales efforts to generate more than $2 billion in prime contract bookings in less than 30 months while at Six3 Systems. Before joining KEYW, Ms. Cook served as a Principal for Booz Allen Hamilton’s Business Development Center of Excellence. Prior to Booz Allen, Ms. Cook held the position of Vice President of Business Development for Six3 Systems where she successfully penetrated new markets in first-time IDIQ awards across multiple intelligence community agencies. Earlier, Ms. Cook led business development efforts for CACI International’s Intelligence Community sector, receiving the CACI Quantum award for Sales Excellence based on numerous successes in penetrating the company’s highest value, strategic accounts.
“Since joining three months ago, I have become even more convinced KEYW has some of the best technologies and best technologists in our community. Early on, I made it a key priority to match this technology capability with best in class business development, and Michele Cook is the ideal selection to build and lead a world class business development organization,” commented Bill Weber, President and CEO of KEYW. “Michele’s track record of success in developing business opportunities across the U.S. Intelligence Community is a perfect match for where we see opportunities for KEYW to grow and expand.”
“What most impresses me about KEYW is the company’s proven, full life-cycle capability across the entire intelligence mission, from front end collection through back-end analysis, which is a unique capability even for industry’s largest providers,” said Michele Cook, EVP of Business Development for KEYW. “I am excited to insert proven business development models, process and tradecraft against those capabilities and take KEYW to the next level of sales excellence; proving again the competitive edge of the mid-tier provider of the caliber of KEYW.”
In connection with Ms. Cook’s appointment, KEYW entered into an employment agreement with Ms. Cook, 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 approved by both the Compensation Committee of KEYW’s Board of Directors as well as the full Board of Directors as inducements material to Ms. Cook entering into employment with KEYW. The inducement grants, which are issuable upon commencement of Ms. Cook’s employment, include up to an aggregate of 100,000 shares of KEYW’s common stock as a long-term incentive inducement that will be granted during the five-year period following commencement of Ms. Cook’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 Ms. Cook’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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