Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Financial Officer Succession
On April 14, 2021, Douglas B. Woodworth, Chief Financial Officer of Steel Partners Holdings L.P. (the “Company”), informed the Company of his decision to step down from his position with the Company, Steel Connect, Inc. and their respective subsidiaries, effective April 18, 2021. Mr. Woodworth will remain employed in an advisory role to assist with his transition through April 30, 2021 (the “Separation Date”). The Company thanks Mr. Woodworth for his contributions.
On April 15, 2021, Jason Wong was appointed as the Company’s Chief Financial Officer, effective upon Mr. Woodworth’s departure from such role on April 18, 2021. Mr. Wong was most recently with Tiffany & Co. where he was Vice President – Treasurer & Investor Relations. Prior to Tiffany & Co., Mr. Wong was with Newell Brands Inc./Jarden Corp. as the Chief Administrative Officer for Europe. He holds an MBA from Columbia University, a Bachelor of Science in Economics and a Bachelor of Arts in Biological Bases of Behavior, both from the University of Pennsylvania.
There are no transactions in which Mr. Wong has an interest requiring disclosure under Item 404(a) of Regulation S-K, and he has no reportable family relationships under Item 401(d) of Regulation S-K or any arrangement or understanding with any person with respect to his appointment as an officer.
Incoming Chief Financial Officer Compensation
In connection with his appointment, the Compensation Committee of the board of directors of the Company’s general partner approved Mr. Wong's annual base salary of $400,000. Mr. Wong will be entitled to participate in the Company's short-term and long-term incentive plans, with an annual short-term incentive target award equal to 50% of Mr. Wong’s annual base salary, prorated to his start date, and an opportunity to earn up to 50% of his annual base salary in long-term incentives. The Compensation Committee also awarded Mr. Wong 5,000 restricted common units, $0 par, of the Company, vesting on the second anniversary of the grant date. In addition, Mr. Wong will be eligible to participate in all other employee benefit plans and compensation programs that the Company maintains for its salaried employees and executive officers.
Departing Chief Financial Officer Compensation
In connection with his departure, Mr. Woodworth and Steel Services Ltd. (“Steel Services”), the Company’s wholly-owned subsidiary through which Mr. Woodworth is employed as the Company’s Chief Financial Officer, entered into a separation and general release agreement, dated April 18, 2021 (the “Separation Agreement”), which governs all compensation payable to Mr. Woodworth for services to the Company, Steel Connect, Inc. and their respective subsidiaries. Under the Separation Agreement, Mr. Woodworth will receive through the Separation Date any accrued but unpaid base salary payable by Steel Services, payment for any accrued but unused vacation days for 2021 through the Separation Date in accordance with the Company’s written vacation policy, as well as vested benefits under Steel Services’ 401(k) plan and certain health insurance benefits. Conditional upon his service to the Company through the Separation Date, Mr. Woodworth will also be entitled under the agreement to receive a short-term incentive program bonus of $284,445 for 2020 and payments of $40,635 and $39,474 in lieu and full satisfaction of any long-term incentive payments for 2020 and 2018, respectively. The agreement includes reasonable and customary contractual provisions, including indemnification, non-disparagement and cooperation provisions.
The foregoing description of the Separation Agreement is qualified in its entirety by reference to the text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.