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below):
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Name of
each exchange on which registered
Common
Stock, par value $0.001 per share
NYSE
American Exchange
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).Emerging
growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.02
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Retirement of Chief Financial Officer, Treasurer, Senior Vice
President of Finance and Secretary
On December 30, 2019, AeroCentury Corp.
(the “Company”) announced the decision by
Ms. Toni M. Perazzo, 72, who presently serves as the
Company’s Chief Financial Officer, Treasurer, Senior Vice
President of Finance and Secretary, to retire from these
positions effective December 31, 2019.
Ms. Perazzo’s decision to retire was not the result of
any disagreement with the Company, and Ms. Perazzo will
continue to serve as a director on the Company’s board of
directors following her retirement.
Appointment of New Chief Financial Officer, Treasurer and
Secretary
Effective January 1, 2020, Mr. Harold M. Lyons, 61, will
be appointed to the positions of Chief Financial Officer, Treasurer
and Secretary of the Company. Mr. Lyons presently serves as
the Vice President of Finance for the Company, and has been
responsible for overseeing the Company’s tax accounting, tax
analysis, acounting standards and research, and internal controls
compliance under the Sarbanes-Oxley Act since 2003. Mr. Lyons
has been employed by JetFleet Management Corp. (“JMC”),
the management company for the Company’s assets that was
acquired by and became a subsidiary of the Company in
October 2018, and JMC-affiliated companies since 1992.
Mr. Lyons was previously a Manager in the Tax Department of
Coopers & Lybrand, Certified Public Accountants and, before
that, Mr. Lyons was a Manager in the Tax Department of Arthur
Young & Co., Certified Public Accountants. He received a
Bachelor’s Degree in Business Administration (specializing in
Accounting and Applied Economics) and a Master’s Degree in
Business Administration (specializing in finance and management
science) from the University of California, Berkeley.
Mr. Lyons is a certified public accountant and a member of the
American Institute of Certified Public Accountants (and its Tax
Section) and the California Society of Public
Accountants.
Mr. Lyons will serve in these positions at the direction and
discretion of the Company’s board of directors and without a
formal employment agreement. As compensation for his service in
these positions, Mr. Lyons will receive an annual salary of
$225,000, eligibility for a cash bonus in an amount and with other
terms as determined at the discretion of the compensation committee
of the Company’s board of directors, and eligibility for
other benefits on the same basis as the Company’s other
similarly situated employees. In addition, Mr. Lyons and the
Company will enter into an indemnification agreement in the same
form as the indemnification agreements the Company has entered into
with its other officers and directors, which generally provides
that the Company will indemnify Mr. Lyons to the fullest
extent permitted by law against liabilities that may arise by
reason of his service for the Company. Other than these
arrangements, there are no arrangements or understandings between
Mr. Lyons and any other persons pursuant to which he was
selected as an officer of the Company, and Mr. Lyons is not a
party to any transaction that would require disclosure under
Item 404(a) of Regulation S-K promulgated by the
Securities and Exchange Commission. There are also no family
relationships between Mr. Lyons and any of the Company’s
other executive officers or directors.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereto duly authorized.
