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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On December 13, 2018, the Company promoted Andrew G. Day, James C. Keeley and Richard P. Diegnan, as set forth below. As part of
these promotions, the Board of Directors modified these executives’ salaries and bonus targets, in alignment with the Compensation Committees’ commitment to pay for performance that rewards employees for the Company’s success.
Andrew G. Day’s Appointment as Chief Operating Officer
On December 13, 2018, the Company appointed Mr. Day, as the Company’s EVP, Chief Operating Officer. As the EVP, Chief Operating
Officer, Mr. Day will be responsible for leading both INAP US and INAP INTL operations, and the Company will continue to report in the two current segments INAP US and INAP INTL. Previously, Mr. Day was the SVP, INAP INTL, and he will continue
to report to the Chief Executive Officer.
In connection with his promotion, the Company and Mr. Day entered into a letter agreement, dated December 13, 2018 (“
Day Letter
”). Pursuant to the terms of the Day Letter, effective January 1, 2019, Mr. Day will receive: (i) an annual base salary of
$300,000; (ii) an annual cash incentive bonus based upon criteria established by the Company’s Board of Directors at a target level of 60% of earned base salary; (ii) an annual restricted stock grant at a target level of 125% of base salary,
subject to three-year vesting, 50% of which shall be subject to time-based vesting, and 50% of which shall be subject to performance-based vesting as determined by the Company’s Board of Directors; (iv) customary benefits, including paid time
off; and (v) twelve (12) months of severance pay for a termination without cause, or twelve (12) months severance pay plus target annual cash incentive bonus (as if met 100% of target bonus objectives) without cause in connection with change of
control. The changes from Mr. Day’s prior employment agreement were an increase in salary of $50,000 from $250,000 to $300,000, an increase in annual cash incentive bonus from 50% to 60%, an increase in annual restricted stock grants target
level from 100% to 125%, and target bonus paid in connection with change of control.
The foregoing description of the Day Letter does not purport to be complete and is qualified in its entirety by reference to the Day
Letter, which is attached to this Current Report as Exhibit 10.1 and incorporated herein by reference.
James C. Keeley Appointment as EVP, Chief Financial Officer
On December 13, 2018, the Company appointed Mr. Keeley as EVP, Chief Financial Officer. Previously, Mr. Keeley served as the
Company’s Chief Financial Officer. In connection with his promotion, the Company and Mr. Keeley entered into a letter agreement, dated December 13, 2018 (“
Keeley Letter
”). Pursuant to the terms of the Keeley Letter, effective January 1, 2019, Mr. Keeley will receive: (i) an annual base salary of $275,000; (ii) an annual cash incentive bonus based upon criteria
established by the Company’s Board of Directors at a target level of 60% of earned base salary; (iii) an annual restricted stock grant at a target level of 125% of base salary, subject to three-year vesting, 50% of which shall be subject to
time-based vesting, and 50% of which shall be subject to performance-based vesting as determined by the Company’s Board of Directors; (iv) customary benefits, including paid time off; and (v) twelve (12) months of severance pay for a termination
without cause, or twelve (12) months severance pay plus target annual cash incentive bonus (as if met 100% of target bonus objectives) without cause in connection with change of control. The changes from Mr. Keeley’s prior employment letter were
an increase in annual cash incentive bonus from 50% to 60%, an increase in annual restricted stock grants target level from 100% to 125%, and target bonus paid in connection with change of control.
The foregoing description of the Keeley Letter does not purport to be complete and is qualified in its entirety by reference to the
Keeley Letter, which is attached to this Current Report as Exhibit 10.2 and incorporated herein by reference.
Richard P. Diegnan Appointment as EVP, General Counsel & Corporate Secretary
On December 13, 2018, the Company appointed Mr. Diegnan as EVP, General Counsel & Corporate Secretary. Previously, Mr. Diegnan
served as the Company’s SVP, General Counsel & Corporate Secretary. In connection with his promotion, the Company and Mr. Diegnan entered into a letter agreement, dated December 13, 2018 (“
Diegnan Letter
”). Pursuant to the terms of the Diegnan Letter, effective January 1, 2019, Mr. Diegnan will receive: (i) an annual base salary of $250,000; (ii) an annual cash
incentive bonus based upon criteria established by the Company’s Board of Directors at a target level of 60% of earned base salary; (iii) an annual restricted stock grant at a target level of 125% of base salary, subject to three-year vesting,
50% of which shall be subject to time-based vesting, and 50% of which shall be subject to performance-based vesting as determined by the Company’s Board of Directors; (iv) customary benefits, including paid time off; and (v) twelve (12) months of
severance pay for a termination without cause, or twelve (12) months severance pay plus target annual cash incentive bonus (as if met 100% of target bonus objectives) without cause in connection with change of control. The changes from Mr.
Diegnan’s prior employment letter were an increase in salary of $25,000 from $225,000 to $250,000, an increase in annual cash incentive bonus from 50% to 60%, an increase in annual restricted stock grants target level from 100% to 125%, and
target bonus paid in connection with change of control.
The foregoing description of the Diegnan Letter does not purport to be complete and is qualified in its entirety by reference to the
Diegnan Letter, which is attached to this Current Report as Exhibit 10.3 and incorporated herein by reference.
Departure of Corey Needles
On December 12, 2018, the Company and Corey Needles decided that Mr.
Needles’s employment would cease, as part of the Company’s realignment of its organization structure with all operations reporting to Mr. Day, Chief Operating Officer.
Mr. Needles will continue to be employed by the Company until
December 31, 2018.