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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 8, 2023
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 0-31157 | 23-2507402 |
| (State or Other Jurisdiction of Incorporation) |
(Commission
File Number) |
(IRS Employer |
720 Pennsylvania Drive
Exton, Pennsylvania 19341
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(610) 646-9800
| Not applicable |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | ISSC | Nasdaq Stock Market LLC |
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. |
On November 8, 2023, Michael Linacre, Chief Financial Officer of Innovative Solutions and Support, Inc. (the “Company”), notified the Company that he is resigning from all of his positions with the Company, effective immediately.
On November 8, 2023, Relland M. Winand was appointed as the interim Chief Financial Officer of the Company, effective immediately. Mr. Winand, age 69, previously served the Company as Chief Financial Officer from December 2014 until his retirement in July 2022, after serving as the Company’s Controller from September 2014 to December 2014. Previously, Mr. Winand has served in a number of executive financial capacities with public companies, including Chief Financial Officer of ECC International, Corp, a manufacturer of computer controlled maintenance simulators primarily for the Department of Defense and Vice President Finance and Administration of Traffic.com, Inc., a leading provider of accurate, real-time traffic information in the United States. Immediately prior to joining Innovative Solutions and Support, Inc., Mr. Winand was Chief Financial Officer of Orbit/FR, Inc., an international developer and manufacturer of sophisticated microwave test and measurement systems for aerospace/defense, wireless, satellite, and automotive industries, from 2008 to 2013. From January 2014 until September 2014, Mr. Winand served as a consultant for Solomon Edwards Group LLC. He has over 30 years’ experience in financial management and reporting for both public domestic and international manufacturing companies. Mr. Winand received a B.S. in Accounting from Drexel University and an M.B.A. in Finance from Widener University.
There is no arrangement or understanding between Mr. Winand and any other person pursuant to which he was appointed Chief Financial Officer. Furthermore, there are no (i) family relationships between Mr. Winand and any director or other executive officer of the Company, or with any person selected or nominated to become an executive officer or a director of the Company or (ii) related party transactions with Mr. Winand requiring disclosure pursuant to Item 404(a) of Regulation S-K.
On November 9, 2023, the Company entered into an offer letter (the “Offer Letter”) with Mr. Winand with respect to his employment as the Company’s interim Chief Financial Officer. Pursuant to the Offer Letter, Mr. Winand will receive an annual base salary of $250,000 and be eligible to participate in the Company’s benefit plans and programs generally available to employees of the Company, including retirement and health and welfare plans. The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter attached hereto as Exhibit 10.1, which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description |
| 10.1 | Offer Letter from the Company to Relland Winand, dated November 8, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INNOVATIVE SOLUTIONS AND SUPPORT, INC. | ||
| Date: November 13, 2023 | By: | /s/ Shahram Askarpour |
| Shahram Askarpour | ||
| Chief Executive Officer | ||
Exhibit 10.1
November 8, 2023
Mr. Relland Winand
2003 Rockwell Circle
West Chester, PA 19380
Dear Rell,
Innovative Solutions & Support, Inc. is pleased to extend this offer of employment to you for the salaried exempt position of Chief Financial Officer. The annualized salary for this position is $250,000.00, paid on a bi-weekly basis. This position will report to
Shahram Askarpour.
Your initial ninety (90) days of employment will be considered an introductory period. Shahram will provide you with specific goals and objectives for this period. This introductory period will allow the organization to assess your performance and provide you with the opportunity to assess your fit with the organization.
This role is Full-Time and is therefore eligible for Innovative Solutions and Support’s Benefit Plans and Programs. A summary of IS&S’s employee benefit plans and programs includes:
| • | Paid time off based on IS&S’s PTO accrual policy—your initial vacation accrual will be set 1.25 days per month, with a maximum of 120 hours per year. You will begin to accrue vacation on the first day of the month following the date of your employment. |
| • | 9 Paid Company designated holidays and 3 Floating Holidays annually. You will become eligible for the floating holidays beginning in the 2024 calendar year. |
| • | Medical, dental and vision insurance coverage with shared premiums will begin on the first day of employment. |
| • | Company provided Basic life insurance and long-term disability protection. |
| • | Supplemental life insurance for employees, spouse, and dependent children. |
| • | Travel accident insurance |
| • | Flexible spending accounts for medical costs and dependent care. |
| • | Tuition reimbursement and flight training reimbursement program |
• 401(k) Plan for retirement savings. You may enroll and transfer funds from a prior qualified account immediately. We will enroll you automatically in our 401(k) plan at a 3% contribution level beginning with the first of the month following 90 days of employment. The company matches your contribution of up to 4% of pay at a rate of 100%. The company’s match vests at 50% your first year, 75% the second year, and fully vests the third year. You may also select a higher unmatched contribution level or decide not to participate at all.
IS&S is an emerging leader in the aerospace industry. We are very proud of our strong record of excellence and growth and recognize that only through the efforts of our key employees will this success continue. We believe that you can make a significant contribution to the IS&S team. As you may be aware we are expanding our footprint. This expansion will bring immense opportunities for you to make a significant impact and allow you to grow both personally and professionally.
We look forward to having you rejoin our Company and become a member of our team. However, we recognize that you retain the option, as does the Company, of ending your employment with the Company at any time, with or without notice and with or without cause. As such, your employment with the Company is at-will and neither this letter nor any other oral or written representations may be considered a contract for any specific period.
By signing this offer letter, you acknowledge and agree that you are not bound by any other agreement that conflicts with your obligations to Innovative Solutions & Support, Inc. or that would impair your right to enter an employment relationship and/or perform all the duties required by your position with Innovative Solutions & Support, Inc.
Please sign one copy of this letter with your response and return it to Carlene Luciani no later than November 9, 2023. If you have any questions, please contact Carlene at 610-646-0384. This job offer is contingent upon the satisfactory completion of a company-paid drug and alcohol screening and background check.
| Sincerely, | ||
| /s/ Carlene Luciani | ||
| Carlene Luciani | x Accepted Declined ¨ | |
| Human Resources Director | Preferred Start Date __11/9/23_____________________ | |
| Signature ___/s/ Relland Winand__________________ |