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Item 5.02
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
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On January 21,
2020, Jerrold Barag retired as the Chief Executive Officer of CatchMark Timber Trust, Inc. (the “Company”) and as a
member of the Company’s board of directors (the “Board”). Mr. Barag’s
retirement was not as a result of any disagreement with the Company on any matters related to the Company’s operations, policies
or practices.
The Board has elected
Brian M. Davis, the Company’s President and Chief Financial Officer, to serve as its Chief Executive Officer and President
and has elected Mr. Davis to the Board and to serve on the Board’s Finance and Investment Committee, in each case effective
as of January 21, 2020. The Board has also elected Ursula A. Godoy-Arbelaez, the Company’s Vice President and Treasurer,
to serve as its Senior Vice President, Chief Financial Officer and Treasurer and Todd P. Reitz, the Company’s Senior Vice
President – Forest Resources, to serve as its Senior Vice President and Chief Resources Officer, also effective January 21,
2020.
Brian M. Davis, 50, served as the Company’s
President and Chief Financial Officer from April 2019 to January 2020, having previously served as its Senior Vice President and
Chief Financial Officer since March 2013. Mr. Davis served as the Company’s Treasurer from October 2013 to February 2018,
as the Company’s Assistant Secretary from August 2013 to July 2018, and as its Secretary from July 2018 to October 2018.
Mr. Davis also serves on the board of directors of TexMark Timber Treasury, L.P., the Company’s joint venture with a consortium
of institutional investors that owns 1.1 million acres of prime East Texas timberlands (the “Triple T Joint Venture”).
Mr. Davis served as Senior Vice President and Chief Financial Officer of Wells Timberland Investment Management Organization, LLC
(“Wells TIMO”) from March 2009 until October 2013 and as Vice President from October 2007 through March 2009. From
2000 until joining Wells Real Estate Funds, Inc. in 2007, Mr. Davis held various roles at Atlanta-based SunTrust Bank, delivering
strategic advisory, capital-raising and financial risk-management solutions to large corporate and middle-market clients. Mr. Davis
has more than 25 years of experience in business and financial services, and has held key roles in finance, treasury and strategy.
Mr. Davis received his Bachelor of Business Administration and Master of Business Administration from Ohio University.
The
Board concluded that Mr. Davis should be appointed to the Board as a result of his role as Chief Executive Officer and President
of the Company as well as his deep industry knowledge, financial expertise and vision for the Company.
Ursula A. Godoy-Arbelaez, 39, served as
the Company’s Vice President and Treasurer from May 2018 to January 2020, as the Company’s Treasurer from February
2018 to May 2018, and as its Director of Finance from October 2013 to May 2018. Ms. Godoy-Arbelaez also serves as the Secretary
and Treasurer of the Triple T Joint Venture. Ms. Godoy-Arbelaez previously served as Director of Finance of Wells TIMO from December
2011 until October 2013, as Finance Consultant from January 2009 until December 2011, and as Senior Financial Analyst from February
2008 to January 2009. From 2002 until joining Wells TIMO in 2008, Ms. Godoy-Arbelaez worked at Wells Real Estate Funds, Inc. where
she held various positions in finance, treasury and accounting. Ms. Godoy-Arbelaez received a Bachelor of Business Administration
in Accounting and a Master of Business Administration in Finance from Georgia State University.
Todd P. Reitz, 48, served
as the Company’s Senior Vice President, Forest Resources from March 2017 to January 2020 and was designated as its principal
operating officer in October 2018. Mr. Reitz also serves on the board of directors of the Triple T Joint Venture. Mr. Reitz has
more than 20 years of experience in the timber industry with extensive marketing, harvesting, silviculture and business development
experience across the U.S. South from East Texas to Virginia. From 2016 to 2017, Mr. Reitz served as the Atlantic South Regional
Marketing Manager for Weyerhaeuser Company with operational oversight for all log and pulpwood production from East Alabama to
Virginia. Mr. Reitz served as the Director of Export Business from 2013 to 2016 and as Senior Resource Manager from 2005 to 2013
at Plum Creek Timber Company, Inc., which he joined in 1997. From 1994 to1997, Mr. Reitz worked for Stone Container Corporation,
recruiting new landowners for future procurement and fiber sourcing. Mr. Reitz received his Bachelor of Science in Forest Management
from Texas A&M University.
In connection
with his appointment as Chief Executive Officer and President, Mr. Davis will receive an annual base salary of $500,000, the ability
to earn an annual performance-based cash incentive award at a target of 60% of his base salary and a long-term
incentive plan target award of $925,000. In connection with her appointment as Senior Vice President, Chief Financial Officer
and Treasurer, Ms. Godoy-Arbelaez will receive an annual base salary of $265,000, the ability
to earn an annual performance-based cash incentive award at a target of 50% of her base salary and a long-term
incentive plan target award of $250,000. In addition, in connection with his appointment as Senior Vice President and Chief
Resources Officer, Mr. Reitz’s annual base salary was increased to $369,750.
In connection with
Ms. Godoy-Arbelaez’s appointment as Senior Vice President, Chief Financial Officer and Treasurer, the Company entered into
a customary indemnification agreement (“Indemnification Agreement”) with Ms. Godoy-Arbelaez in the same form previously
entered into by the Company with its other directors and executive officers, including Messrs. Davis and Reitz. The form of
the Indemnification Agreement was filed as Exhibit 10.12 to Company’s Registration Statement on Form S-11 filed September
23, 2013 and is incorporated herein by reference.
In connection with
Mr. Barag’s retirement, he entered into a Separation Agreement, dated as of January 20, 2020 (the “Separation Agreement”)
with the Company. The Separation Agreement provides for a severance payment equal to two times the sum of his annual base salary
plus his target bonus for 2019, or $1,928,996, which amount will be paid in equal monthly installments over a 24-month period.
He will also be entitled to receive his 2019 annual bonus in an amount equal to no less than his target award of $397,146, payable
in accordance with the Company’s annual cash incentive award program and at the same time that annual bonuses are paid to
the Company’s other named executive officers. In addition, his 103,135 shares of time-based restricted stock awards will
become immediately vested and the Company will repurchase such shares, net of shares withheld to cover taxes, at a per share price
equal to the average closing price of the common stock for the five-day trading period ended prior to January 21, 2020. Mr. Barag’s
215,181 performance-based LTIP units will be treated as if the performance period for such awards ended on January 21, 2020, with
the portion of such awards that is earned determined based on actual achievement of the applicable performance metrics through
such date. Mr. Barag will be entitled to receive a pro rata portion of such earned awards, based on the number of full months served
during the performance period divided by 36, which awards will be immediately vested and will otherwise remain subject to the terms
and conditions of the applicable documents governing the LTIP units. Mr. Barag will also be entitled to receive payments pursuant
to his distribution equivalent awards with respect to his shares of restricted stock that become vested and with respect to his
performance-based LTP units to the extent of the pro rata portion of the LTIP units earned.
Under the Separation
Agreement, Mr. Barag has agreed to provide the Company consulting services for 90 days. The Separation Agreement also provides
for a general release by Mr. Barag of all claims and potential claims, customary mutual non-disparagement provisions, and that
the restrictive covenants under Mr. Barag’s employment agreement remain in full force and effect.
The foregoing summary
of the Separation Agreement is qualified in its entirety by reference to the Separation Agreement which is filed herewith as Exhibit 10.1
and incorporated herein by reference.