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 of Certain Directors and Executive Officers
In connection with the Mergers, and effective as of the REIT Merger Effective Time, each of John B. Bartling Jr., Kenneth A. Caplan, Nicholas
C. Gould, David A. Roth and John G. Schreiber resigned as members of the board of directors of the Company (the
Board
) and from each of the committees of the Board on which they served. The resignations were not due to any
disagreement with the Company regarding any matter related to the Companys operations, policies or practices. Messrs. Bartling, Caplan, Gould, Roth and Schreiber formerly served on the Investment and Finance Committee of the Board,
Mr. Gould formerly served on the Nominating and Corporate Governance Committee of the Board, and Mr. Schreiber formerly served on the Audit Committee of the Board.
Further, in connection with the Mergers, and effective as of the REIT Merger Effective Time, (i) John B. Bartling Jr. ceased to serve in
his position as President and Chief Executive Officer of the Company, (ii) Irwin Gordon ceased to serve in his position as Executive Vice President and Chief Revenue Officer of the Company, and (iii) Bruce A. Lavine ceased to serve in his
position as Executive Vice President, Operations and Chief Operations Officer of the Company.
Appointment of Directors
As of the REIT Merger Effective Time, and in accordance with the Merger Agreement, the Board consists of with the following 11 members
(i) Richard D. Bronson, Michael D. Fascitelli, Jeffrey E. Kelter, Barry S. Sternlicht and Frederick C. Tuomi, each a former trustee of SFR, and (ii) Bryce Blair, Jonathan D. Gray, Robert G. Harper, John B. Rhea, Janice L. Sears and William
J. Stein, each a continuing director on the Board. Bryce Blair serves as Chairman of the Board, and Michael D. Fascitelli serves as Chairman of the Investment and Finance Committee of the Board.
Effective as of the REIT Merger Effective Time: (i) Messrs. Richard D. Bronson, Jeffrey E. Kelter and John B. Rhea and
Ms. Janice L. Sears serve as members of the Audit Committee of the Board, (ii) Messrs. Michael D. Fascitelli, Jeffrey E. Kelter, John B. Rhea and William J. Stein serve as members of the Compensation and Management Development
Committee of the Board, (iii) Messrs. Bryce Blair, Richard D. Bronson, Robert G. Harper and William J. Stein serve as members of the Nominating and Corporate Governance Committee of the Board, and (iv) Messrs. Michael D. Fascitelli, Robert
G. Harper and Frederick C. Tuomi and Ms. Janice L. Sears serve as members of the Investment and Finance Committee of the Board.
Appointment
of Certain Officers
Effective as of the REIT Merger Effective Time, Frederick C. Tuomi became the President and Chief Executive
Officer of the Company, Charles D. Young became the Executive Vice President, Operations and Chief Operations Officer of the Company and Arik Prawer became the Executive Vice President and Chief Integration Officer of the Company. The remainder of
the senior leadership team of the Company includes the following continuing officers: Ernest M. Freedman as Executive Vice President and Chief Financial Officer of the Company, Dallas B. Tanner as Executive Vice President and Chief Investment
Officer of the Company, Mark A. Solls as Executive Vice President, Secretary and Chief Legal Officer of the Company, and Kimberly K. Norrell as Senior Vice President and Chief Accounting Officer of the Company.
The Companys Proxy Statement in connection with the Companys registration statement on Form S-4 (File No. 333-220543), as
amended, contains biographical information about the newly appointed directors and officers and summaries of the terms of the letter agreement entered into with John B. Bartling and the binding term sheets entered into with each of Frederick C.
Tuomi and Arik Prawer. Such information is incorporated herein by reference.
Sign-On RSU Award to Mr. Tuomi
Pursuant to the binding term sheet between the Company and Frederick C. Tuomi dated September 19, 2017 and previously disclosed in
the Proxy Statement, the Board granted, effective on the Closing Date, a sign-on equity award of restricted stock units (
RSUs
) to Frederick C. Tuomi with a value of $7 million granted under the Invitation Homes Inc. 2017 Omnibus
Incentive Plan (the
Incentive Plan
). The number of RSUs granted is based on the closing price per share of INVH Common Stock on the Closing Date. Half of the RSUs are subject to time-vesting (
Time Vesting RSUs
),
and half of the RSUs are subject to performance-vesting (
Performance Vesting RSUs
).
The Time Vesting RSUs are
scheduled to vest in full on the third anniversary of the Closing Date, subject to Mr. Tuomis continued employment through the vesting date. If Mr. Tuomis employment is terminated for any reason other than as described below,
all unvested Time Vesting RSUs will be forfeited.
Upon a termination of Mr. Tuomis employment by the Company without
cause (as defined in the Incentive Plan) or, if Mr. Tuomi resigns from employment following a constructive termination (as defined in the award agreement, and together with a termination without cause, a qualifying
termination), any unvested Time Vesting RSUs will vest as of the date of termination subject to Mr. Tuomis execution and non-revocation of a release of claims in favor of the Company. Upon Mr. Tuomis death or a
termination of his employment by the Company due to Mr. Tuomis disability (as defined in the Incentive Plan), any unvested Time Vesting RSUs will vest as of the date of termination.
Upon a change in control, if the Time Vesting RSUs are assumed by the successor or acquiror and a qualifying termination occurs during the
two-year period following a change in control, any then-unvested Time Vesting RSUs will vest. Upon a change in control, if the Time Vesting RSUs are not assumed by the successor or acquiror, any then-unvested Time Vesting RSUs will vest immediately
prior to the change in control.
The Performance Vesting RSUs may be earned based on the achievement of performance conditions
that will be established by the Board within 90 days of the effective date of the grant. Following the last day of any applicable performance period, the Compensation and Management Development Committee of the Board will calculate the number of
Performance Vesting RSUs that have been earned. Any Performance Vesting RSUs that do not become earned based on actual performance during the applicable performance period will be forfeited on the last day of the performance period. All Performance
Vesting RSUs that are earned will vest on the third anniversary of the Closing Date, subject to Mr. Tuomis continued employment through that date. If Mr. Tuomis employment is terminated for any reason other than as described
below, all unvested Performance Vesting RSUs will be forfeited.
Upon a qualifying termination, Mr. Tuomis death, or a
termination of his employment due to disability prior to the last day of any performance period, a prorated portion of the Performance Vesting RSUs will remain outstanding and eligible to vest based on actual performance through the last day of the
applicable performance period based on the number of days during the applicable performance period that Mr. Tuomi was employed, subject to his (or his executors) execution and non-revocation of a release of claims in favor of the Company.
Any Performance Vesting RSUs that are earned based on actual performance will vest on the date the Compensation and Management Development Committee of the Board calculates the number of Performance Vesting RSUs that have been earned, and any
Performance Vesting RSUs that were earned as of the date of termination but not yet vested will vest on the date of termination.
Upon a
change in control, the Compensation and Management Development Committee of the Board will determine the number of Performance Vesting RSUs that have been earned based on its determination of the satisfactory completion of the performance conditions
through the date of the change in control. Any earned Performance Vesting RSUs will vest as to 50% of such Performance-Vesting RSUs on the date of the change in control and, as to the remaining 50%, on the first anniversary of the change in control.
If a qualifying termination occurs during the two-year period following a change in control, any earned Performance Vesting RSUs will vest. If the awards are not assumed by the successor or acquiror, any earned Performance Vesting RSUs (including
any RSUs that become earned in connection with the change in control) will vest immediately prior to the change in control.
Mr. Tuomi is entitled to receive dividends or dividend equivalent payments, as applicable, in respect of his Time Vesting RSUs and any
earned Performance Vesting RSUs (whether vested or unvested and not yet settled) on the same date and in the same form (cash or additional shares of common stock) as are paid to holders of INVH Common Stock. Unearned Performance Vesting RSUs accrue
dividend equivalent payments, but will be paid only to the extent the underlying Performance Vesting RSUs are earned and, once earned, are payable in cash (unless the Compensation and Management Development Committee elects to settle in shares) at
the time the Performance Vesting RSUs are earned.
Mr. Tuomi is subject to restrictive covenants related to post-employment
non-solicitation and non-competition for twelve months following any termination of employment and indefinite covenants covering confidentiality and intellectual property. Under the award agreement, if there is a restrictive covenant violation or
Mr. Tuomi engages in a detrimental activity (as defined in the award agreement) in the five-year period following the effective date of the grant, Mr. Tuomi will be required to pay the Company an amount equal to the after-tax proceeds
received upon the sale or disposition of, or distributions in respect of, the RSUs and any shares issued in respect thereof. The RSUs are also subject to clawback in the event of a restatement of the Companys financial results due to
Mr. Tuomis fraud or intentional illegal conduct where such restatement results in fewer earned Performance Vesting RSUs, as well as any additional Company clawback policy.
The foregoing summary is qualified in its entirety by reference to the Award Notice and Restricted Stock Unit Agreement, a copy of which is
filed as Exhibit 10.3 hereto and incorporated herein by reference.