| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
(e) Compensatory Arrangements of Certain Officers
Long Term Incentive Program
On February 15, 2022, the Compensation Committee
(the “Committee”) of the Board of Directors of Premier Financial Corp. (the “Company”) adopted a revised Long
Term Incentive Program (“LTIP”) and related Long Term Incentive Plan Performance Share Units Award Agreement (“PSU Award
Agreement”) and Restricted Stock Award Agreement (“RSA Agreement”) for awards to be made to our named executive officers
and other key executives under the Company’s 2018 Equity Incentive Plan and the Company’s Amended and Restated 2015 Long Term
Incentive Plan (collectively, the “Registered Plans”).
The PSU Award Agreement grants to the grantee a
target award (“Target Award”) represented as performance share units (“PSUs”). Each PSU represents the right to
receive one common share of the Company’s common stock, subject to the terms and conditions of the LTIP Award Agreement and the
relevant Registered Plan. The Target Award for each grantee is determined as a percentage of base salary and translated into PSUs based
upon the average price of a common share of the Company over twenty trading days. The PSU Award Agreement contemplates a three-year performance
period, beginning on January 1 of the year of grant.
The actual awards that will vest under the PSU
Award Agreement depend on the level of achievement of certain performance measures set forth in the PSU Award Agreement over the performance
period. All determinations of whether the performance measures have been achieved, any adjustments attributed to changes in average base
salary, the actual award earned by the grantee, and all other matters related to a Target Award will be made by the Committee in its sole
discretion.
The performance measures are 3-year average core
ROA and 3-year relative Total Shareholder Return, each of which will be weighted 50% and evaluated relative to a “peer group”
of organizations set forth in the PSU Award Agreement:
|
|
Evaluated |
Performance Goals |
Performance Measure |
Weight |
vs. |
Threshold |
Target |
Superior |
3-year Average Core ROA |
50% |
Peers |
25th %ile |
50th %ile |
75th %ile |
3-year Total Shareholder Return (rTSR) |
50% |
Peers |
25th %ile |
50th %ile |
75th %ile |
Payout for Performance Level (% of Target Opportunity): |
50% |
100% |
150% |
The LTIP also provides for the award of restricted
stock through the RSA Agreement. Vesting of restricted stock is conditioned upon the grantee remaining employed by the Company through
a specified vesting period.
The PSU Award Agreement and RSA Agreement both
contain a non-solicitation covenant that applies during the recipient’s employment and for a period of 12 months thereafter.
The foregoing description of the LTIP does not
purport to be complete and is subject to, and qualified in its entirety by, the full text of the LTIP, the PSU Award Agreement, and the
RSA Agreement that are attached hereto as Exhibits 10.1, 10.2, and 10.3, respectively, each of which is incorporated herein by reference.
On February 15, 2022, the Committee approved the
following PSU Target Awards under the LTIP for each of the following named executive officers:
Executive Officer | |
Number of Target PSUs Awarded | |
Gary M. Small | |
9,346 | |
Paul D. Nungester | |
3,999 | |
Matthew T. Garrity | |
3,954 | |
Varun Chandhok | |
3,578 | |
Jason L. Gendics | |
1,699 | |
Short Term Incentive Program
On February 15, 2022, the Committee also adopted
a revised Short Term Incentive Program (“STIP”) for awards to be made to our named executive officers and other employees.
An award under the STIP entitles the recipient
to receive a cash award based on the Company’s performance against corporate goals and individual goals established by the Committee
annually. A “Target STIP Award” is identified at the time of grant and is determined as a percentage of the recipient’s
base salary. The actual award to be paid to the recipient is variable based on whether threshold, target, or maximum performance levels
are met with respect to the pre-established corporate performance goals. The Committee will certify performance results relative to the
level of achievement with respect to the corporate performance goals.
The following STIP Target Awards, payable in 2023
with respect to the Company’s and individual’s performance in 2022, have been granted:
Executive Officer | |
2022 Base Salary (anticipated) | | |
STIP Target Award (as a percentage of Base
Salary) | |
Gary M. Small | |
| 591,250 | | |
| 50 | % |
Paul D. Nungester | |
| 345,397 | | |
| 35 | % |
Matthew T. Garrity | |
| 341,445 | | |
| 40 | % |
Varun Chandhok | |
| 309,000 | | |
| 35 | % |
Jason L. Gendics | |
| 236,900 | | |
| 40 | % |
The foregoing description of the STIP does not
purport to be complete and is subject to, and qualified in its entirety by, the full text of the STIP that is attached hereto as Exhibit
10.4, which is incorporated herein by reference.
Item 9.01 (d) Exhibits.