エドガーで原本を確認する
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): October 2, 2023
Air Transport Services Group, Inc.
(Exact name of registrant as specified in its charter)
| DE | 000-50368 | 26-1631624 | ||
| (State or other jurisdiction of incorporation) |
Commission File Number: |
(IRS Employer Identification No.) |
145 Hunter Drive, Wilmington, OH 45177
(Address of principal executive offices, including zip code)
(937) 382-5591
(Registrant’s telephone number, including area code)
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)) |
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 ☐
| Title of each class |
Trading |
Name of each exchange |
||
| Common Stock, par value $0.01 per share | ATSG | NASDAQ Stock Market LLC |
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 Principal Officers; Election of Directors; Appointment of Principal Officers |
On October 2, 2023, Air Transport Services Group, Inc. (“ATSG”) announced that the Board of Directors (the “Board”) of ATSG had elected Michael L. Berger, age 62, as the President of ATSG, effective October 1, 2023.
As President, Mr. Berger will be responsible for aligning the business operations with the company’s long-term strategic plans. He, along with Quint O. Turner, Chief Financial Officer, W. Joseph Payne, Chief Legal Officer and Secretary, and Deborah A. Loveless, Vice President, Human Capital, will continue to report to Richard F. Corrado, who remains the Chief Executive Officer and a Director of ATSG. Edward J. Koharik, Chief Operating Officer, and Paul Chase, Chief Commercial Officer, will report to Mr. Berger. Mr. Berger has no family relationships with any of the Company’s directors or executive officers.
Mr. Berger joined the company in 2018 as Chief Commercial Officer and President of the Company’s Airborne Global Solutions subsidiary. He was promoted to Chief Strategy Officer in 2022. Prior to joining ATSG, he held senior leadership positions at major air express companies including DHL, TNT in Europe, and with Dicom Transportation Group of Canada. He started his career with Airborne Express. He has a bachelor’s degree in business management from Temple University.
The Compensation Committee of the Board unanimously resolved to: (i) increase Mr. Berger’s annual base salary from $500,000 to $600,000, effective as of the date of his promotion; (ii) increase Mr. Berger’s grants under the ATSG Long-Term Incentive Compensation Plan from 150% to 200% of his annual base salary, effective with the grant made in fiscal year 2024; and (iii) provide Mr. Berger with relocation assistance of up to $50,000, to be grossed up for federal, state and local taxes.
On October 2, 2023, ATSG issued a press release concerning this matter, a copy of which is furnished as Exhibit 99.1 to this report.
| Item 9.01 | Financial Statements and Exhibits. |
(c) Exhibits
| Exhibit |
Description |
|
| 99.1 | Press release issued by Air Transport Services Group, Inc. on October 2, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 thereunto duly authorized.
| AIR TRANSPORT SERVICES GROUP, INC. | ||
| By: | /S/ W. JOSEPH PAYNE |
|
|
|
W. Joseph Payne | |
|
|
Chief Legal Officer & Secretary | |
| Date: | October 2, 2023 | |
Exhibit 99.1
ATSG Names Mike Berger as President
WILMINGTON, OH — October 2, 2023 — Air Transport Services Group, Inc. (NASDAQ:ATSG), the global leader in medium wide-body freighter aircraft leasing, air operations, and support services, today announced that its Board of Directors has elected Mike Berger, 62, currently Chief Strategy Officer, as President of ATSG, effective October 1, 2023.
In his new role, Berger will continue to lead ATSG’s transformational growth as the market leader in freighter leasing and air operations. He will be responsible for aligning the business operations with the company’s long-term strategic plans. He will continue to report to Rich Corrado, who remains the Chief Executive Officer and a Director of ATSG.
Joe Hete, current Chairman of the Board, and former CEO, noted, “This is a key step in the expansion of Berger’s responsibilities, to assume responsibility for the operating companies, as well as the commercial business. Corrado, as chief executive officer, will focus primarily on ATSG’s strategic planning and management team development for the future.”
Berger joined the company in 2018 as chief commercial officer and president of the company’s Airborne Global Solutions subsidiary. He was promoted to chief strategy officer in 2022. Prior to joining ATSG, he held senior leadership positions at major air express companies including DHL, TNT in Europe, and with Dicom Transportation Group of Canada. He started his career with Airborne Express. He has a bachelor’s degree in business management from Temple University.
“Mike is a visionary business leader with a proven record of success,” said Corrado. “His keen understanding of the global air freight industry and his ability to forge strong relationships with key customers have been, and will continue to be, decisive factors in ATSG’s emergence as the world’s premiere freighter lessor.”
“I am honored and humbled to move into this new role,” said Berger. “I look forward to continuing to realize ATSG’s successful strategy of delivering its unique portfolio of flexible, innovative air transportation solutions to air carriers, e-commerce leaders, and government agencies in order to maximize shareholder value and drive long-term sustainable growth.”
About ATSG
ATSG is a leading provider of aircraft leasing and cargo and passenger air transportation and related services to domestic and foreign air carriers and other companies that outsource their cargo and passenger airlift requirements. ATSG, through its leasing and airline subsidiaries, is the world’s largest owner and operator of converted Boeing 767 freighter aircraft. Through its principal subsidiaries, including three airlines with separate and distinct U.S. FAA Part 121 Air Carrier certificates, ATSG provides aircraft leasing, air cargo lift, passenger ACMI and charter services, aircraft maintenance services and airport ground services. ATSG’s subsidiaries include ABX Air, Inc.; Airborne Global Solutions, Inc.; Airborne Maintenance and Engineering Services, Inc., including its subsidiary, Pemco World Air Services, Inc.; Air Transport International, Inc.; Cargo Aircraft Management, Inc.; and Omni Air International, LLC. For more information, please see www.atsginc.com.
Caption: Air Transport Services Group has promoted Mike Berger to President.
# # #
Contact:
Joe Payne
Chief Legal Officer & Secretary, ATSG, Inc.
937-366-2686