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Item 5.02.
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Other Events. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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(b)
The information
in the fifth and sixth paragraphs under Item 5.02(c) below is incorporated herein by reference.
(c)
On
February 27, 2017, Deltic Timber Corporation (the “Company”) announced the appointment of John D. Enlow as its
new President and Chief Executive Officer, effective March 8, 2017. Mr. Enlow, age 49, most recently served as Vice
President, Real Estate and Southern Timberlands for Weyerhaeuser Company, from 2014 to 2016. Prior to that, Mr. Enlow was
employed by Rayonier Inc., which he joined in 1997 and where he served as Region Director, Northern and Region
Director, Atlantic from 2012 to 2014, and Region Director, Atlantic from 2007 to 2012. Mr. Enlow began his professional
career at Union Camp Corporation, where he was employed from 1990 to 1997. He currently serves as a member of the Board of
Directors of the Georgia Forestry Association & Wood Supply Research Institute and Forest Resources Association. Mr. Enlow received
his B.S. in Forestry from Mississippi State University in 1990 and his M.B.A. from Brenau University in 1992.
Mr. Enlow
will receive an annual base salary of $500,000 and a target annual incentive opportunity equal to 85% of his base salary. He will
receive a sign-on bonus of $75,000 and a sign-on equity award with an aggregate value of $650,000, as follows: (i) 50% in performance-based
restricted stock units which may be earned at 0%-200% based on four-year performance targets to be set by the Board of Directors;
(ii) 25% in stock options vesting in equal annual installments over four years; and (iii) 25% in restricted stock cliff vesting
after four years, in each case subject to Mr. Enlow’s continued employment.
In the event
that Mr. Enlow’s employment is terminated by the Company without cause or by Mr. Enlow for good reason (as defined in his
offer letter), Mr. Enlow will be entitled to a severance payment equal to one times his annual salary and target annual incentive
and pro rata vesting of his sign-on equity awards, subject to performance through his termination date in the case of his performance-based
restricted stock units. In the event such a termination occurs within two years following a change in control of the Company,
his severance will be two times his base salary and target annual incentive, his sign-on equity award will vest in full, subject
to performance in the case of his performance-based restricted stock units, and he will be entitled to a pro rata annual incentive
and outplacement benefits of up to $20,000. Mr. Enlow will also be entitled to continuation of his Company medical benefits for
up to two years. These severance benefits are subject to Mr. Enlow’s execution of a customary release of claims in favor
of the Company.
Mr. Enlow’s
offer letter is attached hereto as Exhibit 10.1 and the Company’s press release announcing Mr. Enlow’s appointment
is attached hereto as Exhibit 99.1.
D. Mark Leland,
who has served as interim President and Chief Executive Officer of the Company since October 10, 2016, will step down from that
position upon effectiveness of Mr. Enlow’s appointment. Thereafter, Mr. Leland will continue to serve as an independent
member of the Company’s Board of Directors.
Separately,
on February 21, 2017, Kenneth D. Mann, Vice President, Finance and Administration, Treasurer and Chief Financial Officer of the
Company, was placed on administrative leave and his responsibilities, including those as principal financial officer, were assigned
on an interim basis to Byrom L. Walker, the Company’s Controller and principal accounting officer. Mr. Mann’s employment
was terminated for cause by the Board of Directors on February 24, 2017, at which time the Board formally appointed Mr. Walker
as interim Vice President, Finance and Administration, Treasurer and Chief Financial Officer.
Mr. Walker,
age 55, is continuing to serve as the Company’s Controller and principal accounting officer. Mr. Walker has served as Controller
since 2007. From 2006 to 2007, Mr. Walker was Manager of Financial Reporting for the Company. Prior to joining the Company, Mr.
Walker was Corporate Controller for Teris, LLC, a division of Suez S.A., a position he held from 2004. Mr. Walker received his
B.A. in Accounting from Baylor University.
(e)
The information
in the second and third paragraphs under Item 5.02(c) above is incorporated herein by reference.