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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(c) Mr. Oscar A. Martinez was appointed as the Vice President and Chief Financial Officer of Huttig Building Products, Inc. (the
Company
) effective April 4, 2016. A copy of the press release announcing Mr. Martinezs appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Mr. Martinez, who is 46 years old, was previously employed at Foresight Energy LP from August 2011 to November 2015, serving as the Senior Vice President
and Chief Financial Officer. Prior to joining Foresight Energy, Mr. Martinez served as Vice President and Treasurer at Cloud Peak Energy, Inc. from 2009 to July 2011. Prior to joining Cloud Peak Energy, Inc., Mr. Martinez worked for
Qwest Communications International, Inc. from 2002 to 2009 where he served most recently as the Vice President and Assistant Treasurer in addition to other positions in Corporate Strategy and Treasury. Prior to joining Qwest, Mr. Martinez
worked in the investment banking division of JP Morgan Chase. Mr. Martinez received his Masters in Business Administration from Harvard Business School and his undergraduate degree in Business Administration from Trinity University, with an
additional major in Economics.
Mr. Martinez has had no related party transactions with the Company reportable under Item 404(a) of Regulation
S-K and has no family relationships with any director, executive officer or nominee for director of the Company.
Mr. Martinez will earn an annual
base salary of $350,000 and will be eligible to participate in short term annual incentive awards under the Companys 2005 Executive Incentive Compensation Plan, as amended and restated (the EIC Plan). Mr. Martinez will be
eligible to receive an annual cash bonus targeted at 75% of his base salary. Any bonus payable to Mr. Martinez for his 2016 service will be pro-rated to reflect the term of his actual employment with the Company during 2016. In addition,
Mr. Martinez will be eligible to participate in long term incentive awards under the EIC Plan targeted at 50% of his base salary. On April 4, 2016, Mr. Martinez will receive a grant of 200,000 shares of restricted stock under the EIC
Plan. The restricted shares will vest over five years, conditioned upon continued employment, with one-fifth of the shares vesting on each of the first five anniversaries of the grant date.
The Company has entered into a change of control agreement (the
Change of Control Agreement
) and an indemnification agreement (the
Indemnification Agreement
) with Mr. Martinez. Each agreement will be effective on April 4, 2016 and is described in more detail below.
Change of Control Agreement
The Change of Control
Agreement has an initial three-year term and provides that if, within three years following a change of control of the Company, Mr. Martinez is terminated without cause or voluntarily terminates his employment for good reason, he will be
entitled to receive the following amounts: (i) his salary and pro rata bonus through the date of his termination of employment, (ii) a lump sum payment equal to two times his annual salary and bonus, (iii) the payment of deferred
compensation and accrued and unpaid vacation; and (iv) a lump sum payment equal to the cost of coverage under the Companys health and welfare benefits for a two-year period. The Change of Control Agreement is consistent with the change of
control agreement entered into between the Company and each of its other executive officers.
Indemnification Agreement
The Indemnification Agreement requires the Company to indemnify Mr. Martinez, to the full extent permitted by law, against any and all expenses,
judgments, fines, penalties and settlement amounts incurred in connection with any claim against Mr. Martinez arising out of the fact that Mr. Martinez is or was a director, officer, employee, trustee, agent or fiduciary of the Company or
is or was serving in any such capacity with any other entity, at the Companys request. The Indemnification Agreement also requires the Company to advance expenses to Mr. Martinez prior to the settlement or final judgment of any such
claim, provided that Mr. Martinez agrees to reimburse the Company if it is ultimately determined that Mr. Martinez is not entitled to be indemnified by the Company.
The Indemnification Agreement also requires the Company to maintain directors and officers liability insurance coverage for Mr. Martinez or, to the full
extent permitted by law, to indemnify him for the lack of insurance coverage. The Company has previously entered into comparable indemnification agreements with each of its other executive officers and directors.