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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Departure and Appointment
On October 22, 2020, Martin Midstream Partners L.P. (the "Partnership") announced that on October 19, 2020 Ruben S. Martin notified the Partnership that, effective as of the close of business on December 31, 2020, he will retire from his position as President and Chief Executive Officer of Martin Midstream GP LLC, the Partnership's general partner (the "General Partner"). Mr. Martin will remain as Chairman of the Board of the General Partner.
Also, on October 22, 2020, the Partnership announced the appointment of Robert D. Bondurant, age 62, to President and Chief Executive Officer effective January 1, 2021.
Mr. Bondurant joined Martin Resource Management Corporation in 1983 as Controller and subsequently was appointed Executive Vice President and Chief Financial Officer of the Partnership in June 2002. He became a member of its Board of Directors of the General Partner (the "Board") in 2014. Mr. Bondurant served in the audit department of Peat Marwick, Mitchell and Co. from 1980 to 1983. Mr. Bondurant holds a Bachelor of Business Administration degree in accounting from Texas A&M University and is a Certified Public Accountant, licensed in the state of Texas.
Additionally, the Partnership announced that Sharon Taylor, age 55, has been appointed effective January 1, 2021, as the Partnership's Vice President and Chief Financial Officer. Ms. Taylor joined the Partnership in 2005 and has served as its Director of Finance and Head of Investor Relations since 2018. Prior to 2018, Ms. Taylor served as the Special Project Manager, and led the Partnership's implementation of the JD Edwards Enterprise Resource Planning System. Prior to this role, Ms. Taylor was a member of the management group at Prism Gas Systems, Inc. ("Prism") serving as Vice President and Chief Financial Officer, and continued serving as Controller after Martin's acquisition of Prism in November 2005.
Officer Compensation
On October 20, 2020, Martin Resource Management Corporation, the Partnership's holder of the controlling voting interests in MMGP Holdings LLC, the sole member the General Partner, entered into an Employment Agreement (the "Employment Agreement") with Mr. Bondurant that governs Mr. Bondurant’s employment as the Chief Executive Officer of the General Partner. The Employment Agreement has an initial term of three years. Mr. Bondurant will receive an initial base annual salary of $575,000 and will be eligible to participate in all benefit programs maintained by the Partnership, including annual bonus and long-term incentive programs. In the event of the termination of Mr. Bondurant’s employment at the direction of the Board without Cause (as defined in the Employment Agreement), Mr. Bondurant shall be entitled to receive (i) the amount of the remaining base salary due through the end of the employment term, and (ii) the amount equal to the product of (x) Mr. Bondurant’s most recent annual discretionary bonus awarded by the Board during the employment term, if any, and (y) the number of full calendar months remaining under the employment term at the time of termination divided by twelve (collectively, the “Termination Amount”). The Termination Amount will be paid in a single, lump-sum payment within 30 days after the date of termination, subject to the certain requirements set forth in the Employment Agreement.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In connection with Ms. Taylor's appointment as Vice President and Chief Financial Officer, $165,000 of her annual base salary will be allocated to the Partnership.