November 2021, in connection with his promotion, Mr. Harris
received a grant of 30,000 RSUs with one-third vesting immediately, and
one-third vesting on each
of the first and second anniversary of the grant dates.
During August 2021, the Compensation Committee approved two RSU
grants to Mr. Olivier in connection with his promotion to CFO.
The first grant was a retention grant valued at $1,500,000 and
vests ratably over five years. The second grant, valued at $75,000,
was fully vested upon grant.
These grants were made taking into account the potential impact of
the CARES Act limits on total compensation over time. The
Compensation Committee will factor these grants into future
compensation determinations and, particularly with respect to the
retention awards granted to Messrs. Harris and Olivier, which will
likely have the effect of reducing equity compensation in future
In February 2021, the Company entered into retention agreements
with each of Mr. Olivier and Ms. Dawson, pursuant to
which each was granted a retention award of $200,000 that was paid
in cash on February 28, 2021 and was subject to forfeiture in
the event of termination for cause or resignation for any reason
before September 1, 2021.
In connection with his new position with the Company,
Mr. Harris was provided a cash retention bonus of $75,000 in
February 2021, which would have been subject to forfeiture on a
pro-rated basis in the
event of termination for cause or resignation for any reason before
November 9, 2021.
All NEOs are eligible to participate in our health and welfare
plans, including those providing medical, pharmacy, dental, vision,
life insurance, and accidental death and dismemberment benefits, on
the same basis as our other non-union employees. Our NEOs pay the
same price for their elected benefits as other non-union employees.
Our NEOs may participate in our defined contribution 401(k) plan, a
savings plan. The Internal Revenue Code of 1986, as amended (Tax
Code), limits the contributions NEOs and other highly
compensated employees can make to the 401(k) plan. On
October 15, 2020, the Company reinstated the matching cash
contributions for all non-union employees. During 2021, the
Company made nondiscretionary matching cash contributions equal to
50% of participant contributions, up to a maximum employer
contribution of 2% of a participant’s eligible salary or wages.
We sponsor two qualified defined benefit pension plans for
employees of our Company and certain participating subsidiaries who
began employment with us before January 1, 2004. We froze
benefit accruals under these plans on July 1, 2008.
Mr. Hawkins participates in the Yellow Corporation Pension
Plan, and Mr. O’Connor participated in the Roadway LLC Pension
Plan, based upon their service prior to that date. See Executive
Compensation—Pension Benefits for a discussion of these
qualified pension plans.
Severance Policy and Other Termination-of-Employment
In February 2015, the Compensation Committee adopted the current
severance policy (Severance Policy) to establish
post-termination compensation to corporate and operating company
executives. The Severance Policy provides that to be eligible for
any post-termination compensation, the employee must first execute
a separation agreement containing appropriate confidentiality and
other provisions. The terms of these agreements may vary in the
Compensation Committee’s discretion. Executive officers who are not
party to a severance agreement will be entitled to a severance
amount equal to 18-months’
salary, and vice presidents and above will be entitled to six