UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment
No. 1)
(Mark
One)
ý ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the
fiscal year ended
December 31, 2019 OR
□ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the
transition period from
_______to_______
Commission
File No. 001-36876
HORIZON
GLOBAL CORPORATION
(Exact name of
registrant as specified in its charter)
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DELAWARE
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47-3574483
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(State or other
Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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47912
HALYARD DRIVE, SUITE 100
PLYMOUTH,
MICHIGAN
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48170
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(Address of Principal
Executive Offices)
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(Zip Code)
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Registrant's
Telephone Number, Including Area Code:
(734) 656-3000
Securities
Registered Pursuant to Section 12(b) of the Act:
Title of each
class
Trading Symbol(s) Name of each
Exchange on which registered
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Common
Stock, $0.01 par value
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HZN New
York Stock Exchange
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Securities
Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act. Yes □ No ý
Indicate by check
mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act. Yes □ No
ý
Indicate by check
mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes ý No □
Indicate by check
mark whether the registrant has submitted electronically, every
Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes ý No □
Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, a smaller
reporting
company, or an emerging growth company. See the definitions of
"large accelerated filer," "accelerated filer," "smaller reporting
company," and "emerging growth company" in Rule 12b-2 of the
Exchange Act.
Large accelerated
filer
□
Accelerated filer ý
Non-accelerated
filer
□
Smaller reporting company ý
Emerging growth
company ý
If an emerging
growth company, indicate by check mark if the registrant has
elected not to use the extension transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ý
Indicate by check
mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes □ No ý
The aggregate
market value of the registrant's common stock held by
non-affiliates of the registrant on the last business day of the
registrant's most recently completed second fiscal quarter based on
the closing sales price on the New York Stock Exchange on June 28,
2019 was approximately $66.2 million, based upon the closing sales
price of the registrant’s common stock, $0.01 par value, reported
for such date on the New York Stock Exchange.
As of March 12,
2020, the number of outstanding shares of the registrant's common
stock $0.01 par value, was 25,394,253 shares.
DOCUMENTS
INCORPORATED BY REFERENCE
None.
EXPLANATORY
NOTE
Horizon Global
Corporation (the “Company,” “we,” “us” or “our”) filed its Annual
Report on Form 10-K for the fiscal year ended December 31, 2019
(“Form 10-K”) with the U.S. Securities and Exchange Commission
(“SEC”) on March 16, 2020. We are filing this Amendment No. 1 to
the Form 10-K (“Form 10-K/A”) solely for the purpose of including
in Part III the information that was to be incorporated by
reference from our definitive proxy statement for the 2020 annual
meeting of stockholders. This Form 10-K/A hereby amends and
restates in their entirety the Form 10-K cover page and Items 10
through 14 of Part III.
Pursuant to Rule
12b-15 under the Securities Exchange Act of 1934, as amended, this
Form 10-K/A also contains new certifications by the principal
executive officer and the principal financial officer as required
by Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item
15(a)(3) of Part IV is amended to include the currently dated
certifications as exhibits. Because no financial statements have
been included in this Form 10-K/A and this Form 10-K/A does not
contain or amend any disclosure with respect to Items 307 and 308
of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have
been omitted.
Except as
expressly noted in this Form 10-K/A, this Form 10-K/A does not
reflect events occurring after the original filing of our Form 10-K
or modify or update in any way any of the other disclosures
contained in our Form 10-K including, without limitation, the
financial statements. Accordingly, this Form 10-K/A should be read
in conjunction with our Form 10-K and our other filings with the
SEC.
PART
III
Item 10.
Directors, Executive Officers and Corporate Governance
Directors
The following
section provides information with respect to our directors as of
April 29, 2020. It includes the specific experience, qualifications
and skills considered by the Corporate Governance and Nominating
Committee of the Board (the “Governance Committee”) and the Board
in assessing the appropriateness of the person to serve as a
director. Ages are as of April 29, 2020.
In addition, the
following includes a brief discussion of the specific experience,
qualifications, attributes and skills that led to the conclusion
that the directors and nominees should serve on the Board at this
time. The Governance Committee considers the experience, mix of
skills and other qualities of the existing Board to ensure
appropriate Board composition. The Governance Committee believes
that directors must have demonstrated excellence in their chosen
field, high ethical standards and integrity, and sound business
judgment. In addition, it seeks to ensure the Board includes
members with diverse backgrounds, skills and experience, including
appropriate financial and other expertise relevant to the Company’s
business.
The Board
believes that the directors have an appropriate balance of
knowledge, experience, attributes, skills and expertise as a whole
to ensure the Board appropriately fulfills its oversight
responsibilities and acts in the best interests of stockholders.
The Board believes that each director satisfies its criteria for
demonstrating excellence in his or her chosen field, high ethical
standards and integrity, and sound business judgment. In addition,
the Board has eight independent directors in accordance with the
applicable rules of the New York Stock Exchange (“NYSE”), and such
directors are also independent of the influence of any particular
stockholder or stockholder groups whose interests may diverge from
the interests of the stockholders as a whole. Further, each
director brings a strong background and set of skills to the Board,
giving the Board, as a whole, competence and experience in a wide
variety of areas.
Terrence G.
Gohl
President,
CEO and Director since September 2019
Age
58
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Mr. Gohl was
appointed to our Board and has served as President, Chief Executive
Officer since September 23, 2019. Prior to joining the Company, Mr.
Gohl served as Chief Operating Officer of International Automotive
Components (“IAC”) Group, a supplier of automotive components and
systems, from February 2017 to June 2018. From March 2009 to
January 2017, Mr. Gohl served as President and Chief Executive
Officer of Key Plastics L.L.C. (“Key Plastics”), a global
manufacturer and supplier of injection molded plastic components to
automotive OEMs. Prior to joining Key Plastics, from 2004 to March
2009, Mr. Gohl served in various executive management and corporate
officer roles with Visteon Corporation, a global automotive leader
in cockpit electronics. From 1995 to 2005, Mr. Gohl held executive
positions with Tower Automotive, an automotive manufacturer, and
Lear Corporation, a global leading supplier of automotive seating
and e-systems.
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John C.
Kennedy
Chair of the
Board since 2019
Age
61
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Mr. Kennedy was
appointed to our Board on April 3, 2019, and has served as Chair of
the Board since his appointment. Mr. Kennedy is currently president
and chief executive officer of Autocam Medical, a privately held
contract manufacturer of precision-machined implants and
instruments for surgical applications, which he founded in 2005.
Mr. Kennedy previously served as the president and chief executive
officer of Autocam Corporation, which he founded in 1988 and later
sold in 2014. Mr. Kennedy is currently a board member of Lacks
Enterprises, Inc., a Michigan-based privately held company
providing complex, highly decorated components and systems for the
exterior automotive trim market, since 2004; the Van Andel
Institute, a Michigan-based nonprofit biomedical research and
science education organization, since 2003; Shape Corporation, a
full-service, tier-one automotive and industrial component supplier
since 2014; and Business Leaders for Michigan, a nonprofit
organization for business leaders that is focused on strategy,
policy and business initiatives to drive Michigan’s economic
growth. Outside of the business world, Mr. Kennedy dedicates a
significant amount of time to improving education. Previously, Mr.
Kennedy served on Grand Valley State University’s Board of
Trustees, as chair from 2016 to 2018 and trustee from 2011 to 2018.
Mr. Kennedy is also a founding board member of Grand Rapids
University Preparatory Academy, a public education school located
in Grand Rapids, Michigan, since 2008. Mr. Kennedy has served on
multiple education commissions for the State of Michigan. Currently
he is a commissioner on the Governor’s PreK-12 Literacy Commission
and he previously served on the State of Michigan’s Third Grade
Reading Commission. Mr. Kennedy brings to Horizon Global extensive
board and company leadership, business development expertise, and
operational and manufacturing experience in the automotive and
industrial business segments.
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Frederick A.
“Fritz” Henderson
Director
since 2019
Age
61
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Mr. Henderson was appointed
to our Board on April 3, 2019 and was named Chair of the Audit
Committee at the time of his appointment. Mr. Henderson is
currently chair of the board of Adient, PLC, an automotive parts
manufacturer focused on automotive seating and interiors, since
October 2018, and a director since October 2016. Mr. Henderson also
currently serves as chair of the board of Arconic Corporation, a
manufacturer of advanced aluminum sheet, plate, extruded and
architectural products that primarily advance the ground
transportation, aerospace, industrial, packaging, and commercial
building markets, since April 1, 2020. Mr. Henderson served as
interim chief executive officer of Adient from June 2018 to
September 2018. From 2010 until his retirement in December 2017,
Mr. Henderson served as chair and chief executive officer of
SunCoke Energy, Inc., a producer of coke, a principal raw material
in the blast furnace steelmaking process. Mr. Henderson held the
same positions at SunCoke Energy Partners GP LLC, the general
partner of SunCoke Energy Partners L.P., the publicly traded master
limited partnership of which SunCoke Energy, Inc. is a sponsor,
from 2013 to 2017. Mr. Henderson served as senior vice president of
Sunoco, Inc., a transportation fuel provider with interests in
logistics from September 2010, until SunCoke’s initial public
offering in 2011. From 1984 to 2009, Mr. Henderson served in
various executive management roles at General Motors, LLC, a global
automotive company, including president and chief executive officer
from April 2009 to December 2009, president and chief operating
officer from March 2008 to March 2009, and vice chair and chief
financial officer from January 2006 until February 2008.Since 2013,
Mr. Henderson has served as a director, and as chair of the
audit committee, of Marriott International, Inc., a multinational
diversified hospitality company that manages and franchises a broad
portfolio of hotels and related lodging facilities. From 2011 to
2014, Mr. Henderson served as a director and chair of the
audit committee of Compuware Corporation, an IT software company.
Mr. Henderson also is a trustee of the Alfred P. Sloan
Foundation, a not-for-profit grantmaking institution that supports
research and education in science, technology, engineering,
mathematics and economics, since 2008. Mr. Henderson brings
extensive corporate senior leadership and board leadership
experience to the Horizon Board, as well as operational experience
and broad financial expertise related to financial reporting,
accounting and compliance for public companies.
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Ryan L.
Langdon
Director
since 2019
Age
47
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Mr. Langdon was appointed to
our Board on April 3, 2019. Mr. Langdon is currently senior
managing director and co-founder of Newport Global Advisors, an
alternative investment firm specializing in turnaround and special
situation investments, since 2005. Prior to the formation of
Newport Global Advisors, Mr. Langdon served in the High Yield Group
of AIG Global Investment Group, a business that provides investment
advice and markets its asset management products and services, from
2002 to 2005, ultimately reaching the level of managing director
responsible for its distressed credit portfolio. Mr. Langdon
currently serves on the board of various privately held businesses
spanning multiple sectors, including automotive supply, building
products, industrial and consumer gases and cylinders, and internet
retail. Mr. Langdon has previously served on a variety of privately
held company boards relating to firm investments. Mr. Langdon
brings extensive financial management, business leadership and
financial turnaround expertise.
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Brett N.
Milgrim
Director
since 2019
Age
51
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Mr. Milgrim was appointed to
our Board on April 3, 2019. Mr. Milgrim is currently co-chair of
the board of directors of Loar Group, Inc., a privately held
aerospace components manufacturer, since 2017. Mr. Milgrim also
serves as a director of Builders FirstSource, Inc., a manufacturer
of building materials and components for homebuilders and
contractors, since 1999, and PGT Innovations, Inc., a manufacturer
and supplier of residential impact-resistant windows and doors,
since his appointment in 2003. From 1997 until his retirement in
2011, Mr. Milgrim served as managing director of JLL Partners,
Inc., a private equity firm focused on leveraged buyout
transactions and leveraged recapitalizations of mid-market
companies. Mr. Milgrim was previously an associate at Donaldson,
Lufkin & Jenrette Securities Corporation, a New York-based firm
providing investment banking and security brokerage services. Mr.
Milgrim brings extensive management and board experience in the
industrial manufacturing industry, as well as financial and
business analytical experience, to the Horizon Board.
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Debra S.
Oler
Director
since March 3, 2020
Age
65
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Ms. Oler was appointed to our
Board on March 3, 2020. Prior to Ms. Oler’s appointment, from
September 2014 through her retirement on December 31, 2019, Ms.
Oler served as senior vice president/president, North American
sales and service for W.W. Grainger, Inc. (“Grainger”), a leading
global supplier of maintenance, repair and operating supplies for
businesses and institutions. Ms. Oler previously held roles of
increasing responsibility with Grainger, including vice president
sales from 2004 to 2009, and vice president/general manager from
2009 to September 2014. Prior to joining Grainger, Ms. Oler gained
extensive sales and leadership experience with Alliant FoodService,
Inc., a broadline foodservice distributor, distributing dairy
products, seafood and Italian product lines, from 1996 to 2002, and
with Kraft Foods, a multinational confectionery, food and beverage
manufacturing and processing conglomerate, from 1986 to 1996. Ms.
Oler currently serves on the board of directors of Pool
Corporation, a position she has held since October 30, 2018. Ms.
Oler brings deep sales experience to the Horizon
Board.
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David A.
Roberts
Director
since 2018
Age
72
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Mr. Roberts was appointed to
our Board on March 6, 2018, and was appointed Chair of Horizon
Global’s Compensation Committee on April 16, 2019. Mr. Roberts is
currently chair of the board of directors of Carlisle Companies
Incorporated (“Carlisle”), a diversified manufacturing company, a
position he has held since December 2016. Mr. Roberts previously
served as Carlisle’s chief executive officer from June 2007 to
December 2016. Prior to joining Carlisle, Mr. Roberts served as
chair of the board of directors of Graco Inc., a manufacturer of
fluid handling systems and components, from April 2006 to June
2007, and as president and chief executive officer from June 2001
to June 2007. In 2003, Mr. Roberts was appointed to the board of
directors of Franklin Electric Co., a global leader in the
manufacturing and distribution of products and systems focused on
the movement and management of water and fuel, and is a member of
its corporate governance committee and its management
organization and compensation committee. In September 2015, Mr.
Roberts was appointed to the board of directors of SPX Corporation,
a thermal equipment and services provider, and serves as chair of
its compensation committee and as a member of its audit committee
and nominating and governance committee. From 2012 to 2015, Mr.
Roberts served on the board of directors and as the chair of the
Compensation Committee of Polypore International, Inc., a leading
global manufacturer specializing in microporous membranes and
solutions for battery applications. Mr. Roberts began his career in
the automotive industry, holding various manufacturing,
engineering, and general management positions with The Budd
Company, a leading automotive stamping manufacturer and supplier,
Pitney Bowes, a global technology company, and FMC Corporation, a
global technology and solutions provider in the agricultural,
industrial and consumer markets. Mr. Roberts brings extensive
experience in senior management of multinational companies, and
expertise in the industrial and manufacturing sectors. Mr. Roberts’
experience from his service on various public company boards is a
valuable asset to the Horizon Board.
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Mark D.
Weber
Director
since 2019
Age
62
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Mr. Weber was appointed to
our Board on April 3, 2019, and was appointed Chair of Horizon
Global’s Governance Committee on November 13, 2019. Mr. Weber is
currently senior vice president and chief operating officer of
Federal Signal Corporation (“Federal Signal”), a global
manufacturer of environmental cleaning equipment, emergency
signaling systems and industrial warning equipment, since his
appointment in January 2018. Mr. Weber previously served as
president and chief executive officer of Supreme Industries, Inc.
(“Supreme”), a leading manufacturer of final mile dry freight and
refrigerated work trucks from May 2013 to September 2017, when
Supreme was sold to Wabash National Corporation. From 1996 to 2013,
Mr. Weber held various leadership positions with Federal Signal
including vice president, Sweeper Products, and president,
Environmental Solutions Group. Prior to 1996, Mr. Weber served as
director, Advanced Midrange Manufacturing for Cummins, a U.S.-based
global company in the design, manufacture and distribution of
engines, filtration and power generation products. Mr. Weber brings
extensive senior management experience leading companies in the
industrial and manufacturing sectors, business turnaround
leadership as well as deep operational expertise to the Horizon
Board.
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Harry J.
Wilson
Director
since 2019
Age
48
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Mr. Wilson was appointed to
our Board on April 3, 2019. Mr. Wilson is currently the founder and
chief executive officer of MAEVA Group, LLC, a turnaround and
restructuring firm, which he founded in January 2011. Previously,
Mr. Wilson served as a senior advisor on the President’s Automotive
Task Force from March 2009 to August 2009, and as a partner at
Silver Point Capital, a credit-oriented investment fund, where he
joined as a senior analyst in May 2003 and served until August
2008. From 1999 to 2003, Mr. Wilson worked in the private equity
group at The Blackstone Group, a private equity firm. Mr. Wilson
also held positions with Clayton, Dubilier & Rice, a private
equity firm, from 1995 to 1997, and Goldman Sachs & Co. from
1993 to 1995. Mr. Wilson currently serves on a number of nonprofit
boards and has served as co-chair of MAEVA Social Capital, Inc., a
venture philanthropy organization focused on early childhood
development, since 2017. Mr. Wilson previously served as a director
of Sotheby’s, one of the world’s leading auction houses, from May
2014 until October 2019, and as a director of Visteon, an
automotive supplier focused on automotive electronics, from January
2011 through the expiration of his term on June 3, 2020. From 2012
through 2013, Mr. Wilson previously served on the board of Yahoo!
Inc., one of the world’s leading Internet media companies, and,
from 2011 through 2014, Mr. Wilson served on the board of YRC
Worldwide, Inc., a leading provider of transportation and global
logistics services, as well as a number of private company boards
earlier in his career. Mr. Wilson brings a great deal of turnaround
and automotive industry experience to the Horizon Board, as well as
broad management, board, and financial and analytical
expertise.
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Board
Leadership Structure and Management
In connection
with the Company’s entry into a second lien term loan agreement,
dated March 15, 2019, with Cortland Capital Markets Services LLC,
as administrative agent and collateral agent, and the lenders party
thereto, in 2019, the size of the Board increased from seven to
nine directors, and, on April 3, 2019, Messrs. Henderson, Kennedy,
Langdon, Milgrim, Weber and Wilson were appointed to fill the newly
created directorships and vacancies created from the director
resignations of Richard L. DeVore, Scott G. Kunselman, Richard D.
Siebert and Maximiliane C. Straub on April 2, 2019. Mr. Kennedy was
appointed Chair of the Board on April 3, 2019. The Chair oversees
the planning of the annual Board calendar and, in consultation with
the other directors, will schedule and set the agenda for meetings
of the Board and lead the discussions at such meetings. In
addition, the Chair provides guidance and oversight to other
members of management, helps with the formulation and
implementation of our strategic plans and acts as the Board’s
liaison to the rest of management. In this capacity, the Chair is
actively engaged in significant matters affecting us. The Chair
also leads our annual meetings of stockholders and performs such
other functions and responsibilities as requested by the Board from
time to time.
The Board
believes that separating the roles of the chief executive officer
and chair is the most appropriate structure at this time and offers
distinct benefits to the Company, including curtailing any
potential conflict of interest and facilitating objective Board
evaluation of the Company’s management.
As part of its
oversight function, the Board monitors how management operates the
Company, in part via its committee structure. When granting
authority to management, approving strategies and receiving
management reports, the Board considers, among other things, the
risks and vulnerabilities the Company faces. The Audit Committee of
the Board (the “Audit Committee”) considers risk issues associated
with the Company’s overall financial reporting, disclosure process
and legal compliance, as well as reviews policies on risk control
assessment and accounting risk exposure. In addition to its
regularly scheduled meetings, the Audit Committee meets with the
corporate audit team, and the independent registered public
accounting firm in executive sessions at least quarterly, and with
the General Counsel and Chief Compliance Officer as determined from
time to time by the Audit Committee. Each of the Compensation
Committee of the Board (the “Compensation Committee”) and the
Governance Committee considers risk issues associated with the
substantive matters addressed by each such committee.
During 2019, the
Board held fourteen (14) meetings, the Audit Committee held seven
(7) meetings, the Compensation Committee held five (5) meetings,
and the Governance Committee held two (2) meetings.
The Board
currently consists of nine members each serving one-year terms.
This section provides additional information regarding the
directors of the Company.
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Name
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Age
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Title
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Terrence G. Gohl
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58
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President, Chief Executive
Officer and Director
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John C.
Kennedy
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61
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Chair of the
Board
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Frederick A. “Fritz”
Henderson
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61
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Director
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Ryan L. Langdon
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47
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Director
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Brett N. Milgrim
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51
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Director
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Debra S. Oler
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65
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Director
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David A. Roberts
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72
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Director
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Mark D. Weber
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62
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Director
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Harry J. Wilson
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48
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Director
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During 2019, all
of the then-current directors attended at least 75%, in the
aggregate, of the meetings of the Board and all committees of the
Board on which they served. All directors are expected to attend
all meetings, as well as the Annual Meeting. In addition to
attending Board and committee meetings, directors fulfill their
responsibilities by consulting with the President and Chief
Executive Officer and other members of management on matters that
affect the Company.
Independent
directors hold regularly scheduled executive sessions in which they
meet without the presence of management. These executive sessions,
as chaired by the Board Chair, generally occur around regularly
scheduled meetings of the Board. For more information regarding the
Board and other corporate governance procedures, see “Corporate
Governance.” For information on how you can communicate with the
Company’s non-management directors, see “Communicating with the
Board.”
Audit
Committee. The Audit Committee is
responsible for providing independent, objective oversight and
review of our auditing, accounting and financial reporting
processes, including reviewing the audit results and monitoring the
effectiveness of our internal audit function. In addition, the
Audit Committee is responsible for (1) selecting our
independent registered public accounting firm,
(2) approving the
overall scope of the audit, (3) assisting the Board in
monitoring the integrity of our financial statements, our
independent registered public accounting firm’s qualifications and
independence, the performance of our independent registered public
accounting firm, and our internal audit function and compliance
with relevant legal and regulatory requirements, (4) annually
reviewing our independent registered public accounting firm’s
report describing the auditing firm’s internal quality control
procedures and any material issues raised by the most recent
internal quality control review, or peer review, of the auditing
firm, (5) discussing the annual audited financial and
quarterly statements with management and the independent registered
public accounting firm, (6) discussing earnings press releases
and any financial information or earnings guidance provided to
analysts and rating agencies, (7) discussing policies with
respect to risk assessment and risk management, (8) meeting
separately and periodically, with management, internal auditors and
the independent registered public accounting firm,
(9) reviewing with the independent auditor any audit problems
or difficulties and management’s response, (10) setting clear
hiring policies for employees or former employees of the
independent registered public accounting firm, (11) handling
such other matters that are specifically delegated to the Audit
Committee by applicable law or regulation or by the Board from time
to time, and (12) reporting regularly to the full Board. The
Audit Committee’s charter reflects such responsibilities and is
available on the Company’s website at
https://investors.horizonglobal.com/investors-corporate-governance.
Each of the
directors on the Audit Committee is financially literate. The Board
has determined that Mr. Henderson qualifies as an “audit committee
financial expert” within the meaning of Securities and Exchange
Commission (“SEC”) regulations and that each member on the Audit
Committee has the accounting and related financial management
expertise required by the NYSE listing standards and that each is
“independent” from management in accordance with NYSE listing
standards and the Company’s Governance Guidelines.
Compensation
Committee. The Compensation Committee is
generally responsible for monitoring and administering our
compensation and employee benefit plans and reviewing, among other
things, base salary levels, incentive awards and bonus incentive
awards for the Chief Executive Officer and other executive
officers, and such other matters that are specifically delegated to
the Compensation Committee by applicable law or regulation, or by
the Board from time to time. All of the members of our Compensation
Committee are expected to be independent under the rules of NYSE
and Rule 10C-1 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). The Compensation Committee’s duties include,
among other things, (1) reviewing and approving our overall
executive and director compensation philosophy and the executive
and director compensation programs to support our overall business
strategy and objectives, (2) overseeing the management
continuity and succession planning process (except as otherwise
within the scope of the Governance Committee) with respect to our
officers, and (3) preparing any report on executive
compensation required by the applicable rules and regulations of
the SEC and other regulatory bodies.
The Compensation
Committee’s charter reflects such responsibilities and is available
on the Company’s website, www.horizonglobal.com, in the Corporate
Governance subsection of the Investor Relations section. Under the
charter, the Compensation Committee may delegate any of its
responsibilities, subject to applicable law, to subcommittees or
other committees appointed by the Board. Under the Company’s
effective equity plan, the Compensation Committee may delegate its
authority thereunder, subject to applicable law, to subcommittees,
may delegate administrative duties and powers to Compensation
Committee members, Company officers or Company agents or advisors,
and may delegate on a limited basis the ability to grant plan
awards to certain employees to one or more officers of the Company.
The Board has determined that each of the members of the
Compensation Committee is “independent” from management in
accordance with NYSE listing standards (including those standards
particular to Compensation Committee membership) and the Company’s
Governance Guidelines.
Corporate
Governance and Nominating Committee. The Governance Committee is
responsible for identifying and nominating individuals qualified to
serve as board members and recommending directors for each board
committee. The Board has determined that all of the members of the
Governance Committee are independent under the rules of NYSE.
Generally, the Governance Committee will re-nominate incumbent
directors who continue to satisfy its criteria for membership on
the Board, who it believes will continue to make important
contributions to the Board and who consent to continue their
service on the Board.
In recommending
candidates to the Board, the Governance Committee reviews the
experience, mix of skills and other qualities of a nominee to
assure appropriate Board composition after taking into account the
current Board members and the specific needs of the Company and the
Board. The Board looks for individuals who have demonstrated
excellence in their chosen field, high ethical standards and
integrity, and sound business judgment. The Governance Committee
does not have a formal policy with respect to diversity; however,
the Board and the Governance Committee believe that it is essential
that the Board members represent diverse viewpoints. As required by
the NYSE, SEC or such other applicable regulatory requirements, a
majority of the Board will be comprised of independent
directors.
The Governance
Committee does not solicit director nominations, but will consider
recommendations by stockholders with respect to elections to be
held at an Annual Meeting, so long as such recommendations are sent
on a timely basis to the Corporate Secretary of the Company and are
in accordance with the Company’s bylaws. The Governance Committee
will evaluate nominees recommended by stockholders against the same
criteria as other director nominees.
The Governance
Committee’s charter reflects such responsibilities and is available
on the Company’s website at
https://investors.horizonglobal.com/investors-corporate-governance.
Compensation
Committee Interlocks and Insider Participation. During the majority of 2019,
our Compensation Committee consisted of Messrs. Roberts, Kennedy,
Weber and Wilson. Mr. Roberts was appointed Chair of the
Compensation Committee on April 16, 2020. Messrs. Kennedy, Weber
and Wilson were appointed as members of the Compensation Committee
on April 16, 2020. Previously, Messrs. Kunselman, DeVore, and
Siebert, and Mses. Ilitch and Straub served as members of the
Compensation Committee until April 2, 2019, with Mr. Kunselman
serving as Chair of the Compensation Committee until April 2, 2019.
None of the individuals serving on our Compensation Committee
during 2019 is or has ever been an officer or employee of the
Company or any of our subsidiaries. None of our executive officers
currently serves or has served as a member of the board of
directors, compensation committee or other board committee
performing equivalent functions of another entity that has one or
more executive officers serving as one of our directors or on our
Compensation Committee. Given Mr. Kennedy’s interest in the Second
Lien Term Facility, he will not participate in the approval of
equity awards granted to our officers and directors for purposes of
Rule 16b-3 of the Exchange Act.
Retirement
Age; Term Limits. The Governance Guidelines
provide that a director is expected to submit his or her
resignation from the Board at the first annual meeting of
stockholders following the director’s 75th birthday. The Board may
accept or reject such resignation in its discretion after
consultation with the Governance Committee. The Board has not
established term limits for the directors. The Governance
Guidelines are available on the Company’s website at
https://investors.horizonglobal.com/investors-corporate-governance.
Assessment
of Board and Committee Performance. The Board evaluates its
performance annually. In addition, each Board committee performs an
annual self-assessment to determine its effectiveness. The results
of the Board and committee self-assessments are discussed with the
Board and each Committee, respectively.
Executive
Officers
Officers of the
Company serve at the pleasure of the Board.
|
|
|
|
|
|
Name
|
|
Age
|
|
Title
|
Terrence G. Gohl
|
|
58
|
|
President, Chief Executive
Officer and Director
|
Dennis E.
Richardville
|
|
65
|
|
Chief Financial
Officer
|
Jay Goldbaum
|
|
38
|
|
General Counsel, Chief
Compliance Officer and Corporate Secretary
|
Matthew J. Meyer
|
|
38
|
|
Chief Accounting
Officer
|
James F. Sistek
|
|
56
|
|
Chief Administrative
Officer
|
Matthew T.
Pollick
|
|
48
|
|
Chief Operating
Officer
|
Terrence G.
Gohl. Business experience provided
above under “Item 10. Directors.”
Dennis E.
Richardville. Mr. Richardville was
appointed Chief Financial Officer of Horizon Global on March 16,
2020. Mr. Richardville previously served as Vice President and
Corporate Treasurer of the Company since January 2020. Prior to
joining the Company, Mr. Richardville served as Chief Financial
Officer of Dura Automotive Systems, LLC, a global Tier One
automotive supplier specializing in the design, engineering and
manufacturing of advanced mobility system solutions, from August
2019 to September 2019. Mr. Richardville served as Executive Vice
President and Chief Financial Officer of International Automotive
Components Group, SA (“IAC”), a leading global supplier of
automotive components and systems, including interior and exterior
trim, from April 2012 to December 2019. From 2007 to 2012, Mr.
Richardville served as Vice President and Global Corporate
Controller for IAC. Prior to joining IAC, Mr. Richardville held
various finance positions with Lear Corporation, Wesley Industries,
Inc., MSX International, Inc. and Hayes Lemmerz International Inc.
from 1999 to 2007.
Jay
Goldbaum. Mr. Goldbaum is currently our
General Counsel since November 2017, Chief Compliance Officer and
Corporate Secretary. Mr. Goldbaum served as Legal Director, Chief
Compliance Officer and Corporate Secretary since June 30, 2015 in
connection with the spin-off from TriMas Corporation (“TriMas”).
From January 14, 2015 through June 29, 2015, Mr. Goldbaum served as
Vice President, Corporate Secretary and a director of Horizon. Mr.
Goldbaum was previously associate general counsel-commercial law
for TriMas beginning in January 2014. Mr. Goldbaum joined TriMas in
January 2012 and held the position of legal counsel. Before joining
TriMas, Mr. Goldbaum was an associate in the corporate and
litigation practice groups at the law firm of Jaffe, Raitt, Heuer
& Weiss, P.C. from September 2007 to August 2011.
Matthew J.
Meyer. Mr.
Meyer was appointed Chief Accounting Officer on December 12, 2019.
Mr. Meyer also held the role of principal financial officer from
March 3, 2020 until March 16, 2020. Mr. Meyer was previously
Corporate Controller for Horizon Global since November 2018. Prior
to joining the Company, Mr. Meyer, served in a variety of
management positions for Joyson Safety Systems, a global leader in
mobility safety providing safety-critical components, systems and
technology to automotive and non-automotive markets, from December
2015 to November 2018, and ultimately served as Corporate
Controller. From January 2015 to December 2015, Meyer served as
Director, Accounting and Reporting for Federal-Mogul Holdings
Corporation, a developer, manufacturer and supplier of products for
automotive, commercial, aerospace, marine, rail and off-road
vehicles; and industrial, agricultural and power-generation
applications (“Federal-Mogul”). Prior to his position with
Federal-Mogul, from September 2011 to January 2015, Mr. Meyer
served in a variety of management positions of increasing
responsibility, ultimately serving as Compliance Director for Kelly
Services Inc., a global leader in providing workforce solutions,
including outsourcing and consulting services. Meyer also served in
a variety of positions leading up to an Audit Manager position with
KPMG, LLP, a global network of professional firms providing audit,
tax and advisory services, from January 2007 to September
2011.
Matthew T.
Pollick. Mr. Pollick is currently our
Chief Operating Office since November 11, 2019. Prior to joining
the Company, Mr. Pollick, served as Executive Vice President of
Industrial Management for Gestamp North America, a company
dedicated to the design, development and manufacture of metal
automotive components, from September 2016 to November 2019. From
April 2014 to September 2016, Mr. Pollick was a General Manager of
Bowling Green Metalforming, a subsidiary of Magna International, a
leading global automotive mobility technology and automotive parts
supplier (“Magna”). Prior to joining Magna, from April 2002 to
April 2014, Matt held roles of increasing responsibility at Tower
International, a leading manufacturer of engineered automotive
structural metal components and assemblies, ultimately serving as
its Director of Operations.
James F.
Sistek. Mr. Sistek is currently our
Chief Administrative Officer since December 9, 2019. Prior to
joining the Company, Mr. Sistek served as Senior Vice President
Business Operations for Superior Industries International, Inc.
(“Superior”), a Tier 1 automotive supplier of aluminum wheels, from
August 2014 to January 2019. During his tenure at Superior, Mr.
Sistek was directly responsible for product development and launch,
supply chain and logistics, quality, information technology and
served as the executive lead on a corporate-wide overhaul of the
operating model. From January 2013 to August 2014, Mr. Sistek
served as President and Founder of Infologic, Inc. (“Infologic”), a
consulting services company specializing in the optimization of
business operations, where he streamlined business processes,
supported program development and launch programs, and provided
complete technology assessments for Tier 1 suppliers and IT service
providers. Prior to forming Infologic, from October 2005 to January
2013, Mr. Sistek held various leadership positions at Visteon
Corporation, a global automotive electronics supplier, ultimately
serving as Vice President Shared Services and Chief Information
Officer from 2009 to 2013.
Director
Compensation
The Compensation
Committee is responsible for reviewing director compensation and
making recommendations to the Board with respect to that
compensation, as appropriate. The 2019 director compensation
program is described below. On April 16, 2019, the Board approved
changes to the director compensation program to place a greater
emphasis on equity-based compensation. The Compensation Committee
and Board believe that independent directors should receive a
compensation package that is primarily comprised of equity awards.
A predominantly equity-based compensation package is intended to
align the interests of our independent directors with those of our
stockholders and reward our directors based on the financial
performance of the Company. The Compensation Committee and Board
believe that this compensation structure provides incentive for
directors to continue to serve on the Board and would be viewed
favorably by new directors with outstanding
qualifications.
Annual Cash
Retainer and Meeting Fees. Prior to April 16, 2019, each
independent director’s compensation package included an annual cash
retainer of $80,000 (the “Annual Cash Retainer”). The chair of the
Board and the chairs of each of the Audit, Compensation and
Governance Committees were paid an additional annual cash retainer
in the amounts of $50,000, $15,000, $10,000 and $5,000,
respectively (each, an “Annual Chair Retainer”). The Annual Cash
Retainer and Annual Chair Retainer described above were prorated to
reflect any partial year of service. Additionally, prior to April
16, 2019, each director was paid $1,000 per Board or committee
meeting attended (the “Per Meeting Fees”).
Effective April
16, 2019, the Board eliminated the Annual Cash Retainer and the Per
Meeting Fees. The chair of the Board and the chairs of each of the
Audit, Compensation and Governance Committees continued to be paid,
quarterly in arrears, an Annual Chair Retainer in the amounts of
$50,000, $15,000, $10,000 and $5,000, respectively, in cash.
Directors who are also employees of the Company are not paid any
additional compensation for serving as directors.
Equity
Compensation. Prior to April 16, 2019, each
independent director’s compensation package included an annual
grant of restricted stock units with a grant date fair market value
of $80,000, with each grant generally subject to such director’s
continued service on the Board, and a vesting period of one
year.
Effective April
16, 2019, simultaneously with the elimination of the Annual Cash
Retainer and the Per Meeting Fees, the Board approved an increase
to each director’s annual grant of restricted stock units. Each
independent director received an annual grant of restricted stock
units with a grant date fair market value of $160,000, with each
grant generally subject to such director’s continued service on the
Board, and a vesting period of one year. In addition, on September
10, 2019, Mr. Kennedy, the Chair of the Board, received an
additional grant of restricted stock units in recognition of his
extraordinary efforts as the Chair of the Board, including in
connection with the sale of the Company’s Asia Pacific (“APAC”)
operating segment. These additional restricted stock units have a
grant date fair market value of $125,000, and are generally subject
to Mr. Kennedy’s continued service on the Board, and a vesting
period of one year. Directors who are also employees of the Company
do not receive any additional equity compensation for serving as
directors.
Director
Stock Ownership. Under the stock ownership
guidelines in effect prior to April 16, 2019 (the “Prior Ownership
Guidelines”), independent directors were required to own, within
five years after initial election to the Board as an independent
director, shares of Common Stock having a value equal to or greater
than three times their Annual Cash Retainer (excluding Annual Chair
Retainers). Unrestricted stock, time-based restricted stock,
time-based restricted stock units and vested in-the-money options
are (or would be) counted toward fulfillment of this ownership
requirement. New independent directors had five years from the time
they were elected to the Board to meet the Prior Ownership
Guidelines.
Effective April
16, 2019, the Board approved amendments to the stock ownership
guidelines for our independent directors (the “Amended Ownership
Guidelines”). Subject to terms contained in the Amended Ownership
Guidelines, independent directors are required to hold shares of
Common Stock having a value greater than or equal to $250,000
within five years after election to the Board as an independent
director. If an independent director does not meet the Amended
Ownership Guidelines, the Compensation Committee may consider such
fact when determining the grant of future equity awards to such
director.
All independent directors are
within the five-year window to meet the Amended Ownership
Guidelines.
Indemnification.
The Company has
entered into indemnification agreements with each of its directors.
These agreements require the Company to indemnify such individuals
for certain liabilities to which they may become subject as a
result of their affiliation with the Company.
Other.
The Company
reimburses all directors for reasonable travel expenses incurred
when attending Board and committee meetings. The Company does not
provide any perquisites to directors. In 2018, the Board approved a
Non-Employee Director Deferred Compensation Plan, pursuant to which
independent directors may defer cash or equity compensation (the
“Deferred Compensation Plan”). No independent directors
participated in the Deferred Compensation Plan during
2019.
2019
Director Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name(1)
|
|
Fees
Earned
or Paid in
Cash
($)
|
|
Stock
Awards
($) (2)
|
|
Total
($)
|
Richard L.
DeVore(3)
|
|
$
|
31,750
|
|
|
$
|
—
|
|
|
$
|
31,750
|
|
Frederick A.
Henderson
|
|
$
|
11,250
|
|
|
$
|
160,000
|
|
|
$
|
171,250
|
|
Denise
Ilitch(3)
|
|
$
|
42,750
|
|
|
$
|
160,000
|
|
|
$
|
202,750
|
|
John C. Kennedy
|
|
$
|
37,500
|
|
|
$
|
285,002
|
|
|
$
|
322,502
|
|
Scott G.
Kunselman(3)
|
|
$
|
32,500
|
|
|
$
|
—
|
|
|
$
|
32,500
|
|
Ryan L.
Langdon(4)
|
|
$
|
—
|
|
|
$
|
160,000
|
|
|
$
|
160,000
|
|
Brett N. Milgrim
|
|
$
|
—
|
|
|
$
|
160,000
|
|
|
$
|
160,000
|
|
David A. Roberts
|
|
$
|
29,000
|
|
|
$
|
160,000
|
|
|
$
|
189,000
|
|
Richard D.
Siebert(3)
|
|
$
|
31,250
|
|
|
$
|
—
|
|
|
$
|
31,250
|
|
Maximiliane C.
Straub
|
|
$
|
29,000
|
|
|
$
|
—
|
|
|
$
|
29,000
|
|
Mark D. Weber
|
|
$
|
1,250
|
|
|
$
|
160,000
|
|
|
$
|
161,250
|
|
Harry J. Wilson
|
|
$
|
—
|
|
|
$
|
160,000
|
|
|
$
|
160,000
|
|
_______________________________________
|
|
(1)
|
Messrs. Henderson,
Kennedy, Langdon, Milgrim, Weber, and Wilson were appointed April
3, 2019, and Messrs. DeVore, Kunselman and Siebert and Ms. Straub
resigned April 2, 2019.
|
|
|
(2)
|
The amounts in
this column reflect the grant date fair value computed in
accordance with Financial Accounting Standards Board Accounting
Standards Codification Topic 718 (“FASB ASC Topic 718”) of the
restricted stock unit awards made to our non-employee directors
during 2019. Messrs. Henderson, Kennedy, Langdon, Milgrim, Roberts,
Weber, and Wilson and Ms. Ilitch each received 44,199 restricted
stock units effective on May 15, 2019. Mr.
|
Kennedy received
an additional 27,840 restricted stock units effective September 10,
2019. These awards were granted under the Company’s Amended and
Restated 2015 Equity and Incentive Compensation Plan (the “Amended
2015 Plan”).
|
|
(2)
|
Messrs. DeVore,
Kunselman and Siebert and Ms Straub resigned April 2, 2019, and
each had the vesting of their outstanding 14,035 restricted stock
units accelerated to such date. Ms. Ilitch resigned from the Board
effective July 22, 2019, resulting in the cancellation of 44,199
unvested restricted stock units.
|
|
|
(3)
|
Mr. Langdon
assigned his restricted stock units to Newport Global Advisors
LP.
|
As of December
31, 2019, there were 44,199 restricted stock units outstanding for
each of Messrs. Henderson, Langdon, Milgrim, Roberts, Weber,
Wilson, and 72,039 restricted stock units outstanding for Mr.
Kennedy.
Corporate
Governance
The Board has
adopted Governance Guidelines. These guidelines address, among
other things, director responsibilities, qualifications (including
independence), compensation and access to management and advisors.
The Governance Committee is responsible for overseeing and
reviewing these guidelines and recommending any changes to the
Board.
The Spirit
and The Letter. Effective as of July 1, 2015,
the Board adopted the Company’s code of conduct, titled “The Spirit
and The Letter,” which applies to all directors and employees,
including the Company’s principal executive officer, principal
financial officer, and other persons performing similar executive
management functions. The Spirit and The Letter is posted on the
Company’s website at
https://investors.horizonglobal.com/investors-corporate-governance.
All amendments to The Spirit and The Letter, if any, will be also
posted on the Company’s website, along with all waivers, if any, of
The Spirit and The Letter involving senior officers.
A copy of the
Company’s committee charters, Governance Guidelines and The Spirit
and The Letter will be sent to any stockholder, without charge,
upon written request sent to the Company’s executive offices:
Horizon Global Corporation, Attention: General Counsel, Chief
Compliance Officer and Corporate Secretary, 47912 Halyard Drive,
Suite 100, Plymouth, Michigan 48170.
Item 11.
Executive Compensation
Introduction
As an emerging
growth company under the Jumpstart Our Business Startups (JOBS) Act
of 2012, we have opted to comply with the executive compensation
disclosure rules applicable to “smaller reporting companies,” which
rules require compensation disclosure for each person serving as
our principal executive officer during the last completed fiscal
year, the two most highly compensated executive officers (other
than our principal executive officer) serving as executive officers
at the end of the last completed fiscal year, and up to two
additional individuals who would have been among such two most
highly compensated executive officers other than the principal
executive officer but for the fact that they were not serving as
executive officers at the end of the last completed fiscal
year.
Leadership
Transition
The Company
continued to experience significant executive management transition
in 2019. Carl S. Bizon served as President, Chief Executive
Officer, from October 29, 2018 to September 23, 2019. Effective
September 23, 2019, Mr. Terrence G. Gohl became President and Chief
Executive Officer, replacing Mr. Bizon.
On February 18,
2019, Barry G. Steele became Chief Financial Officer, replacing
Brian Whittman, who had been serving as Interim Chief Financial
Officer since November 9, 2018. Mr. Steele served as Chief
Financial Officer until June 10, 2019. Effective June 10, 2019,
Jamie G. Pierson became Chief Financial Officer, replacing Mr.
Steele. Mr. Pierson served as Chief Financial Officer until
December 13, 2019, at which time Richard J. Jok became interim
Chief Financial Officer.
On November 11,
2019, Matthew T. Pollick became Chief Operating Officer. On
December 9, 2019, James F. Sistek became Chief Administrative
Officer. On December 13, 2019, Matthew J. Meyer became Chief
Accounting Officer.
On March 3, 2020,
Matthew J. Meyer was also designated Principal Financial Officer of
the Company, replacing Mr. Jok in this role. Mr. Jok served as
interim Chief Financial Officer, and Mr. Meyer as Principal
Financial Officer, until March 16, 2020, at which time Dennis E.
Richardville became Chief Financial Officer and Principal Financial
Officer of the Company. On March 16, 2020, Mr. Meyer
continued in his role as Chief Accounting Officer and Mr. Jok
returned to his role as Vice President, Financial Planning and
Analysis.
This section
provides information about the executive compensation program in
place for the Company’s 2019 named executive officers (or NEOs),
who are:
|
|
▪
|
Terrence G. Gohl
- President and Chief Executive Officer;
|
|
|
▪
|
Carl Bizon -
former President and Chief Executive Officer;
|
|
|
▪
|
Jay Goldbaum -
General Counsel, Chief Compliance Officer and Corporate
Secretary;
|
|
|
▪
|
Matthew J. Meyer
- Chief Accounting Officer;
|
|
|
▪
|
Jamie G. Pierson
- former Chief Financial Officer; and
|
|
|
▪
|
Barry G. Steele -
former Chief Financial Officer;
|
2019 Summary
Compensation Table
The following
table sets forth compensation information for 2018 and 2019, as
applicable, for our NEOs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
and
Principal
Position
|
|
Year
|
|
Salary
|
|
Bonus
|
|
Stock
Awards
|
|
Option
Awards
|
|
Non-equity
Incentive Plan Compensation
|
|
All Other
Compensation
|
|
Total
|
($)
|
|
($)
(1)
|
|
($) (2)
|
|
($)
|
|
($)
|
|
($) (3)
|
|
($)
|
Terrence Gohl, President and
Chief Executive Officer (1)
|
|
2019
|
|
162,500
|
|
|
—
|
|
|
719,250
|
|
|
—
|
|
|
—
|
|
|
31,188
|
|
|
912,938
|
|
Carl Bizon, former President
and Chief Executive Officer
|
|
2019
|
|
511,269
|
|
|
840,752
|
|
|
1,859,999
|
|
|
—
|
|
|
—
|
|
|
1,828,276
|
|
|
5,040,296
|
|
|
2018
|
|
392,826
|
|
|
225,000
|
|
|
313,838
|
|
|
—
|
|
|
—
|
|
|
261,274
|
|
|
1,192,938
|
|
Jay Goldbaum, General Counsel,
Chief Compliance Officer and Corporate Secretary
|
|
2019
|
|
280,000
|
|
|
420,376
|
|
|
864,380
|
|
|
—
|
|
|
—
|
|
|
42,248
|
|
|
1,607,004
|
|
2018
|
|
280,000
|
|
|
—
|
|
|
125,992
|
|
|
—
|
|
|
14,792
|
|
|
42,027
|
|
|
462,811
|
|
Matthew Meyer, Chief
Accounting Officer
|
|
2019
|
|
219,231
|
|
|
73,566
|
|
|
136,568
|
|
|
—
|
|
|
—
|
|
|
7,229
|
|
|
436,594
|
|
Jamie Pierson, former Chief
Financial Officer (2)
|
|
2019
|
|
259,615
|
|
|
420,376
|
|
|
1,170,375
|
|
|
—
|
|
|
—
|
|
|
24,099
|
|
|
1,874,465
|
|
Barry Steele, former Chief
Financial Officer (3)
|
|
2019
|
|
136,923
|
|
|
—
|
|
|
450,000
|
|
|
—
|
|
|
—
|
|
|
7,591
|
|
|
594,514
|
|
_______________________________
|
|
(1)
|
Amounts in this
column for 2019 represent discretionary cash bonuses for NEOs that
were approved by the Compensation Committee on September 18, 2019
in recognition of the Company’s successful completion of the sale
of the Company’s Asia Pacific (APAC) operating segment, and the
valuable contributions provided by each of the NEOs above and
beyond normal time and effort in helping to achieve the Company’s
goals, objectives, and milestones for 2019.
|
|
|
(2)
|
All 2019 awards in
this column relate to service-based restricted stock units (“RSUs”)
and performance-based restricted stock units (“PSUs”) granted under
the Amended 2015 Plan, which amounts were calculated based on
aggregate grant date fair value in accordance with FASB ASC Topic
718. PSU award values are reported as follows:
|
|
|
•
|
With respect to
PSUs granted on March 19, 2019 the values reported in the table
above represent the probable outcome of the performance conditions
($300,000, $98,000, $21,000 and $150,000 for Messrs. Bizon,
Goldbaum, Meyer and Steele, respectively). Assuming that the
highest level of performance of the applicable performance
conditions is achieved, the grant date fair value of the March 9,
2019 PSUs would be as follows: $600,000 for Mr. Bizon, $196,000 for
Mr. Goldbaum, $42,000 for Mr. Meyer and $300,000 for Mr.
Steele.
|
|
|
•
|
With respect to
PSUs granted on June 6, 2019, the values reported in the table
above represent the probable outcome of the applicable performance
conditions ($320,000 and $50,000 for Messrs. Bizon and Goldbaum,
respectively). Assuming that the highest level of performance of
the applicable performance conditions is achieved, the grant date
fair value of the June 6, 2019 PSUs would be as follows: $640,000
for Mr. Bizon and $100,000 for Mr. Goldbaum.
|
|
|
•
|
With respect to
the PSUs granted to Mr. Pierson on June 10, 2019, the value
reported in the table above represents the probable outcome of the
performance conditions ($250,000). Assuming that the highest level
of performance of the applicable performance conditions is
achieved, the grant date fair value would be $500,000.
|
|
|
•
|
With respect to
the PSUs granted to Mr. Gohl on September 23, 2019, the value
reported in the table above represents the probable outcome of the
performance conditions ($411,000). Assuming that the highest level
of performance of the applicable performance conditions is
achieved, the grant date fair value of these September 23, 2019
PSUs would be $719,250.
|
Per the terms of
the applicable grant agreements, Messrs. Pierson and Steele
forfeited all stock awards at the time of their respective
resignations. As part of Mr. Bizon’s severance arrangement, his
outstanding awards were later pro-rated based on the abbreviated
employment period. For more information regarding these awards, see
“2019
Long-Term Incentive Program” below.
|
|
(3)
|
This column
includes flexible cash allowances, Company contributions to
retirement and 401(k) plans, Company payment of supplemental
long-term disability coverage payments, Company payment for
executive physicals, severance, and other compensation for the NEOs
(including relocation-related benefits for Mr. Bizon specifically,
for 2019, as follows: (A) Messrs. Gohl, Bizon, and Goldbaum each
received a flexible cash allowance in the amount of $12,500,
$3,750, and $25,000, respectively; (B) Messrs. Gohl, Bizon,
Goldbaum, Meyer, Pierson, and Steele each received $8,938, $17,006,
$9,200,
|
$7,125, $14,351,
and $5,477, respectively, for Company contributions to the 401(k)
plans; (C) Messrs. Gohl, Bizon, Goldbaum, Meyer, Pierson, and
Steele each received Company contributions for the executive
retirement program in the amount of $9,750, $20,475, $5,600, $104,
$8,846, and $1,846 respectively; (D) Messrs. Bizon, Goldbaum,
Pierson, and Steele each received Company premium payments for
supplemental long-term disability coverage in the amount of $4,239,
$2,448, $902 and $268, respectively; (E) Mr. Bizon received
employment-related payments consisting of (1) housing benefits of
$61,360, (2) a company car benefit of $17,956, (3) tax assistance
of $228,238, and (4) a tax preparation benefit of $1,000; (F) as
part of his severance arrangement, Mr. Bizon accrued severance
compensation and benefits consisting of (in addition to pro-rata
vesting of equity awards described below and payment of accrued
benefits) cash severance of $1,417,500 and health care coverage
reimbursements of $6,752; and (G) in connection with his severance
arrangement, Mr. Bizon received the Company assistance related to
his relocation from the United States to Australia in the form of a
moving allowance of $50,000.
Overview of
Key 2019 Program Elements
The main elements
of the Company’s 2019 compensation structure for our NEOs, and a
description of each element are provided below:
|
|
|
|
|
|
Element
|
|
Nature
|
|
Description
|
Base Salary
|
|
Fixed
|
|
Fixed compensation component
payable in cash; reviewed annually and subject to
adjustment
|
Short-Term Incentive (“STI”)
Compensation Plan Awards
|
|
Variable
|
|
STI paid in cash based on
performance against annually established goals
|
Long-Term Incentive (“LTI”)
Plan Awards
|
|
Variable
|
|
LTI equity awards include
service and performance-based stock units
|
Retirement and Welfare
Benefits
|
|
Fixed
|
|
Retirement plans, health care
and insurance benefits
|
Perquisites and Personal
Benefits
|
|
Fixed
|
|
Flexible cash allowance,
supplemental long-term disability coverage, relocation benefits,
and executive physicals
|
Hire/Interim Role
Bonuses
|
|
Variable
|
|
Reasonable compensation for
recruiting executives and retaining during interim
roles
|
Severance
Compensation
|
|
Fixed
|
|
Reasonable and
market-competitive severance protection designed to attract and
retain executive talent
|
Key 2019
Named Executive Officer Compensation Components and
Decisions
A description of
the material elements of the 2019 executive compensation program
for our NEOs, is provided in the following paragraphs.
2019 Base
Salary
Base salaries for
our NEOs are generally established based on the scope of their
responsibilities, prior relevant experience and skills, and
competitive market pay levels. For 2019, the Compensation Committee
considered whether to grant merit increases and/or merit-based
adjustments to certain of the Company’s NEOs. In doing so, it
considered several factors consisting of individual
responsibilities, Company and individual performance, experience
and alignment with market levels. The table below reflects the 2019
base salary rates for our NEOs.
|
|
|
|
|
|
|
|
Base Salary
Rate
|
Name
|
|
Terrence G. Gohl
|
|
$
|
650,000
|
|
Carl S. Bizon
|
|
$
|
630,000
|
|
Jay Goldbaum
|
|
$
|
280,000
|
|
Matthew J. Meyer
|
|
$
|
225,000
|
|
Jamie G. Pierson
|
|
$
|
500,000
|
|
Barry G. Steele
|
|
$
|
400,000
|
|
Messrs. Bizon and
Goldbaum did not receive a base salary increase in 2019. Mr. Meyer
received an increase in base salary from $210,000 to $225,000 on
May 13, 2019. The remaining NEOs were newly hired in
2019.
2019
Short-Term Incentive Compensation Plan
Target
Awards
2019 STI target
award opportunities were provided to our NEOs during 2019. Each of
our participating NEOs received a 2019 STI target award opportunity
that was expressed as a percentage of base salary.
The participating
NEOs’ 2019 STI target award opportunities were initially
established by the Compensation Committee and based on financial
performance metrics and targets for 2019 at the Company-wide level
(the “Financial Performance Measures”). Depending on the
performance results achieved, the participating NEOs’ actual awards
generally could vary as a percent of target from 0% to a maximum of
200%.
In July 2019, the
Compensation Committee amended the 2019 STI program to modify the
goals for the Financial Performance Measures and the target payouts
for the NEOs, except that it did not amend the target payout for
Mr. Steele, who left the Company in June 2019. Mr. Gohl, who joined
the Company in September 2019, was not eligible for a 2019 STI
award.
The initial and
amended 2019 STI target awards for the NEOs are shown in the
following chart:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Initial 2019
Target STI
Award
Amount
|
|
Initial
Target Award as a % of Base Salary
|
|
Amended 2019
Target STI Award Amount
|
|
Amended
Target Award as a % of Base Salary
|
Carl Bizon
|
|
$
|
630,000
|
|
|
100.0
|
%
|
|
$315,000
|
|
50.0
|
%
|
Jay Goldbaum
|
|
$
|
140,000
|
|
|
50.0
|
%
|
|
$70,000
|
|
25.0
|
%
|
Matthew Meyer
|
|
$
|
67,500
|
|
|
30.0
|
%
|
|
$33,750
|
|
15.0
|
%
|
Jamie Pierson
|
|
$
|
500,000
|
|
|
100.0
|
%
|
|
$250,000
|
|
50.0
|
%
|
Barry Steele
|
|
$
|
240,000
|
|
|
40.0
|
%
|
|
N/A
|
|
N/A
|
|
Financial
Performance Measures
The Financial
Performance Measures consisted of the following
metrics:
|
|
▪
|
Recurring Operating Profit Margin - 40%. This metric provides for
rewards based on the Company’s performance in consolidated
recurring operating profit margin. For purposes of this
computation, recurring operating profit margin means earnings
before interest, taxes and other income/expense, excluding certain
non-recurring charges (cash and non-cash) associated with business
restructuring, cost savings projects and asset impairments
(recurring operating profit), as a percentage of
sales.
|
|
|
▪
|
Free Cash Flow - 60%. This metric provides for
rewards based on the Company’s recurring cash flow, which is the
sum of the
Company’s recurring operating profit (defined above), adjusted
(1) up or down for other income/expense, (2) up or down
for changes in working capital, (3) upward for depreciation
and amortization, and (4) downward for capital expenditures,
cash interest and cash taxes.
|
The initial
Financial Performance Measures established for the 2019 STI awards
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target
Performance
|
|
Financial
Performance Measure
|
|
Weighting
|
|
Threshold
(50%
Payout)
|
|
Target
(100%
Payout)
|
|
Maximum
(200%
Payout)
|
|
|
|
|
|
|
Recurring Operating
Profit
|
|
40.0
|
%
|
|
$
|
25,160
|
|
|
$
|
31,450
|
|
|
$
|
37,740
|
|
|
Recurring Cash
Flow
|
|
60.0
|
%
|
|
$
|
18,400
|
|
|
$
|
23,000
|
|
|
$
|
27,600
|
|
|
Total
|
|
100.0
|
%
|
|
|
|
|
|
|
|
The amended
Financial Performance Measures used for the 1029 STI awards and
actual achievements were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target
Performance
|
|
|
|
|
Financial
Performance Measure
|
|
Weighting
|
|
Threshold
(20%
Payout)
|
|
Target
(50%
Payout)
|
|
Maximum
(100%
Payout)
|
|
Actual
Performance
|
|
Percentage of
Incentive Earned
|
|
|
|
|
(dollars in
thousands)
|
|
|
Recurring Operating
Profit
|
|
40.0
|
%
|
|
$15,096
|
|
$18,870
|
|
$22,644
|
|
$
|
(35,216
|
)
|
|
0
|
%
|
Recurring Cash
Flow
|
|
60.0
|
%
|
|
$8,336
|
|
$10,420
|
|
$12,504
|
|
$
|
(15,114
|
)
|
|
0
|
%
|
Total
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
Award
Determination
On March 3, 2020,
the Compensation Committee determined the degree to which the STI
goals for the 2019 performance period were achieved, which actual
results are highlighted in the table above for the Financial
Performance Measures.
As a result, our
NEOs did not receive STI award payouts for the 2019 performance
period (outlined in the chart below) (and none of our departed NEOs
received any STI award payouts for the 2019 performance
period):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Target STI
Award as a % of Base Salary
|
|
Target STI
Award Amount
|
|
Actual STI
Award Earned (%)
|
|
STI Award
Amount Earned
|
Jay Goldbaum
|
|
50.0
|
%
|
|
$
|
140,000
|
|
|
0
|
%
|
|
$
|
0
|
|
Matthew Meyer
|
|
30.0
|
%
|
|
$
|
67,500
|
|
|
0
|
%
|
|
$
|
0
|
|
2019
Long-Term Incentive Program
On March 19,
2019, the Compensation Committee granted regular annual LTI awards
to Messrs. Bizon, Goldbaum, Meyer and Steele in order to promote
the achievement of the Company’s financial goals (the “2019 LTI
Awards”). The regular annual 2019 LTI Awards for Messrs. Bizon,
Goldbaum, Meyer and Steele, which consisted of RSUs and target
grants of PSUs are summarized in the chart below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Service-Based
RSUs Granted in 2019
|
|
Target PSUs
Granted
in
2019
|
|
Total Target
2019 LTI Award Amount
|
|
Total Target
2019 LTI Award Amount as Percent of Salary
|
Carl Bizon(1)
|
|
$
|
300,000
|
|
|
300,000
|
|
|
$
|
600,000
|
|
|
95.2
|
%
|
Jay
Goldbaum(2)
|
|
$
|
98,000
|
|
|
$
|
98,000
|
|
|
$
|
196,000
|
|
|
70.0
|
%
|
Matthew
Meyer(2)
|
|
$
|
21,000
|
|
|
$
|
21,000
|
|
|
$
|
42,000
|
|
|
18.7
|
%
|
Barry
Steele(3)
|
|
$
|
150,000
|
|
|
$
|
150,000
|
|
|
$
|
300,000
|
|
|
75.0
|
%
|
_____________________________
|
|
(1)
|
Mr. Bizon’s grant
payouts are or were subject to pro-ration based on his severance of
employment with the Company in 2019. The service-based restricted
stock units were settled in shares on April 7, 2020. Pro-rated PSUs
are eligible for future vesting to the extent the performance
metrics are met.
|
|
|
(2)
|
Messrs. Bizon,
Goldbaum, Meyer and Steele’s service-based restricted stock unit
awards are or were generally scheduled to vest ratably on March 19,
2020, March 19, 2021, and March 19, 2022,
respectively.
|
|
|
(3)
|
Pursuant to the
terms of the grant agreement, all LTI awards for Mr. Steele were
forfeited at time of resignation.
|
The target PSU
awards for Messrs. Bizon, Goldbaum, Meyer and Steele were
determined based on the applicable dollar amount and the applicable
market data input and methodology approved by the Compensation
Committee. For the 2019-2021 cycle (began on January 1, 2019 and
ends on December 31, 2021), the PSU award is earned based on the
achievement of a specified relative total shareholder return
(“RTSR”) percentile rank during the applicable performance period.
The Compensation Committee approved RTSR as the performance measure
and the use of a peer group (consisting of Actuant Corporation,
Callaway Golf Company, Dorman Products, Inc., Douglas Dynamics,
Inc., Duluth Holdings, Federal Signal Corporation, Gentherm
Incorporated, Johnson Outdoors, Inc., Miller Industries, Inc.,
Modine Manufacturing Company, Nautilus, Inc., Shiloh Industries,
Inc., Spartan Motors, Inc., Stoneridge, Inc., Wabash National
Corporation and Winnebago Industries, Inc.), as outlined in the
following table. If, upon the conclusion of the performance period,
RTSR falls between performance levels, straight-line mathematical
interpolation will be used to determine the amount of the target
PSUs (rounded up to the nearest whole number of PSUs) earned. Based
on the degree to which the performance goals are met, any PSUs
earned for the 2019-2021 cycle were designed to vest on March 1,
2022.
|
|
|
Percentile
in 3-Year RTSR Performance vs. Peer Group
|
Target PSUs
Earned
|
80th percentile or
above
|
200%
|
70th percentile
|
150%
|
50th percentile
|
100%
|
35th percentile
|
50%
|
Below
25th percentile
|
0%
|
On June 6, 2019,
Messrs. Bizon and Goldbaum received incremental service-based RSU
awards generally intended to vest ratably (with the first tranche
vesting after one year and the remaining tranches vesting on the
same schedule as the corresponding tranches for the March 19, 2019
RSU grants) with grant date fair values of $320,000 for Mr. Bizon
and $50,000 for Mr. Goldbaum. Additionally, on June 6, 2019,
Messrs. Bizon and Goldbaum each received target PSU awards
generally subject to the same three-year performance period and
terms described above with grant date fair values of $320,000 for
Mr. Bizon and $50,000 for Mr. Goldbaum. As part of Mr. Bizon’s
severance arrangement, his outstanding awards were later pro-rated
based on the abbreviated employment period.
On June 10, 2019,
Mr. Pierson received service-based RSU awards generally intended to
vest after a one-year period with a grant date fair value of
$250,000. On June 10, 2019, Mr. Pierson also received a target PSU
award generally subject to the same three-year performance period
and terms described above with a grant date fair value of $250,000.
On September 19, 2019, Messrs. Goldbaum, Meyer and Pierson each
received additional service-based RSU awards generally intended to
vest after a one-year period with grant date fair values of
$420,377, $73,568 and $420,377, respectively.
On September 23,
2019, Mr. Gohl received 100,000 target PSUs generally subject a
three-year performance period beginning on September 23, 2019 and
ending on September 23, 2022. This PSU award is earned based on the
achievement of stock price performance during the performance
period, as shown in the following table:
|
|
|
|
Performance
Level
|
Ending Stock
Price Minus Beginning Stock Price
|
PSUs
Earned
|
Below Threshold
|
Less than $0.00
|
75%
|
Threshold
|
$0.00
|
100%
|
Target
|
$1.50
|
125%
|
Above Target
|
$3.00
|
150%
|
Maximum
|
$4.50 or greater
|
175%
|
If, upon the
conclusion of the performance period, performance falls between
performance levels, straight-line mathematical interpolation will
be used to determine the amount of the target PSUs (rounded up to
the nearest whole number of PSUs) earned.
Award
Determinations
On March 2, 2020,
the Compensation Committee determined the degree to which the PSUs
granted in 2017 for a 2017-2019 performance period were earned.
These PSUs could have been earned based on the achievement of a
specified RTSR percentile rank during the performance period (which
began on January 1, 2017 and ended on December 31, 2019). The
Compensation Committee approved RTSR as the performance measure and
the use of a previously-disclosed peer group for the performance
measurement comparison. If, upon the conclusion of the performance
period, RTSR fell between performance levels, straight-line
mathematical interpolation would be used to determine the amount of
the target PSUs (rounded up to the nearest whole number of PSUs)
earned.
|
|
|
Percentile
in 3-Year RTSR Performance vs. Peer Group
|
Target PSUs
Earned
|
80th percentile or
above
|
200%
|
70th percentile
|
150%
|
50th percentile
|
100%
|
35th percentile
|
50%
|
Below
25th percentile
|
0%
|
The Company’s
total shareholder return for the 2017-2019 performance period was
approximately -86%, which placed the Company below the
25th
percentile of its
RTSR peer group. Accordingly, no PSUs were earned for the 2017-2019
performance period.
On March 2, 2020,
the Compensation Committee determined the degree to which the
2018-2019 average return on invested capital (“ROIC”) metrics for
2018 ROIC cash awards were achieved. For these purposes, average
ROIC is determined by dividing (1) adjusted operating profit minus
cash taxes paid by (2) the difference between (a) the sum of
shareholders’ equity plus debt, minus (b) cash on books. The 2018
ROIC cash awards could have been earned based on ROIC achievement
during the performance period (which began on January 1, 2018 and
ended on December 31, 2019) as follows (with straight-line
mathematical interpolation between performance
levels):
|
|
|
|
Performance
Level
|
ROIC
|
Percentage
Earned
|
Maximum
|
15.0%
|
200%
|
|
14.0%
|
175%
|
Above
Target
|
13.0%
|
150%
|
|
12.0%
|
125%
|
Target
|
11.0%
|
100%
|
Below
Target
|
10.5%
|
75%
|
Threshold
|
9.9%
|
50%
|
Below
Threshold
|
< 9.9%
|
0%
|
For the 2018 ROIC
cash awards, the Committee reviewed each year during the
performance period separately. In 2018, the Company achieved a ROIC
of -3.3%, with participants earning a 0% payout level for this
interim period (the “2018 Interim ROIC Cash Achievement Level”). In
2019, the Company achieved a ROIC of -18.4%, with participants
earning a 0% payout level for this interim period (the “2019
Interim ROIC Cash Achievement Level”). The actual payout under the
2018-2019 ROIC cash awards was then determined by averaging the
2018 Interim ROIC Cash Achievement Level and the 2019 Interim ROIC
Cash Achievement Level. For clarity, no payouts were made during
any interim period. As a result, our participating NEO earned the
following cash ROIC award for the 2018-2019 performance period
(outlined in the chart below):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Target
2018-2019 ROIC Amount
|
|
|
Actual Award
Earned (%)
|
|
|
|
Award Amount
Earned
|
Jay Goldbaum
|
|
65,333
|
|
|
|
$
|
|
0.0
|
|
|
$
|
0
|
|
Bonus
Compensation
On September 19,
2019, the Company completed the successful sale of the Company’s
Asia Pacific (APAC) business segment. On September 18, 2019, the
Compensation Committee approved discretionary cash bonuses for
certain of the NEOs in the following amounts: Mr. Bizon; $840,752
(paid pursuant to his separation agreement); Mr. Goldbaum;
$420,376; Mr. Meyer, $73,566; and Mr. Pierson $420,376. These
bonuses were provided in recognition of the valuable contributions
provided by each of the NEOs above and beyond normal time and
effort in helping to achieve the Company’s goals, objectives, and
milestones for 2019.
Perquisites
and Certain All Other Compensation Amounts
The following
NEOs were participants in the Company’s Flexible Cash Allowance
Policy, pursuant to which Mr. Gohl was entitled to a $50,000 annual
allowance paid monthly and received $12,500 in 2019, Mr. Bizon was
entitled to an $5,000 annual allowance paid quarterly and received
$3,750 in 2019, and Mr. Goldbaum was entitled to and received a
$25,000 annual allowance paid quarterly in cash. The Company’s
Flexible Cash Allowance Policy is in lieu of other Company provided
perquisites, including supplemental universal life insurance,
private club membership, and other benefits.
Mr. Bizon
received the following employment-related payments for 2019: (1)
housing benefits of $61,360; (2) a company car benefit of $17,956;
(3) tax assistance of $228,238; and (4) a tax preparation benefit
of $1,000.
No
Employment Agreements
During 2019, the
Company was not a party to any employment contracts with our
NEOs.
Stock
Ownership Guidelines
Certain senior
executives of the Company, including the continuing NEOs are
subject to stock ownership guidelines. Under the guidelines, each
covered executive is required to hold a number of shares of the
Company’s common stock having a market value equal to or greater
than a specified multiple of such executive’s base salary, as set
forth below:
|
|
|
|
Name
|
|
Multiple
|
Terrence G. Gohl
|
|
5x
|
Jay Goldbaum
|
|
3x
|
Matthew J. Meyer
|
|
3x
|
Shares owned (or
beneficially owned) by the executive, including shares acquired
upon the exercise of stock options or acquired through any Company
equity incentive plans, time-vesting restricted stock or restricted
stock units, whether vested or not, and vested, in the money stock
options are counted towards satisfaction of the guidelines.
Unvested or “underwater” stock options, unvested performance-based
restricted stock or other similar awards will not be counted
towards satisfaction of the guidelines.
Due to separation
from service, Messrs. Bizon, Pierson and Steele no longer have
stock ownership guidelines. Messrs. Gohl, Goldbaum and Meyer have
until September 22, 2024, July 1, 2020 and December 13, 2024,
respectively, to meet these ownership guidelines.
New executives to
whom the stock ownership guidelines are applicable will have five
years from the time they are named to a qualifying position to meet
the stock ownership guidelines. Once an executive attains the
required ownership level, the executive will not be considered
noncompliant solely due to subsequent stock price declines. Prior
to meeting the stock ownership guidelines, an executive must hold
at least 50% of the shares acquired by the executive on (1) vesting
of restricted stock, (2) exercise of a stock option, (3) exercise
of a stock appreciation right, (4) payout of restricted stock units
in shares, and (5) payout (in shares) of any other equity award.
However, such holding requirement will be reduced by (1) any shares
retained by the Company to satisfy any portion of tax withholding
requirements attributable to such vesting, payout, or exercise
events, (2) any shares of common stock tendered by the executive to
pay any portion of the exercise price of a stock option, and
(3) if any portion of the taxes due in connection with such events
or the exercise price of options is satisfied by the executive
remitting cash to the Company or applicable taxing authority or by
the Company withholding amounts from the executive’s compensation
or payments otherwise due, the number of shares of common stock
having a fair market value equal to the amount so remitted or
withheld based on the closing price of the common stock on the
vesting or exercise date, as applicable.
If an executive
does not meet the applicable guidelines, the Compensation Committee
will consider this fact when determining the grant of future equity
awards to such executive, and may require all stock attained
through Company grants of equity be retained until the guidelines
are satisfied, or take any other action the Compensation Committee
deems appropriate.
Restrictions
on Hedging and Pledging of Our Securities
The Company’s
anti-hedging policy prohibits our directors, and certain
executives, including the NEOs, from engaging in any transaction
that is designed to hedge or offset any decrease in the market
value of the Company’s common stock, including puts or calls,
prepaid variable forward contracts, equity swaps, collars, and
exchange funds. The policy also prohibits our directors and
executives from holding Company securities in margin accounts.
Under the policy, directors and covered executives may pledge
shares of Company common stock on a limited basis, provided that,
among other things, (a) any pledge is approved in writing in
advance by our Chief Executive Officer and General Counsel (or by
the Governance Committee in the case of a pledge by our Chief
Executive Officer or General Counsel), (b) any pledged shares
will cease to be counted as owned for purposes of our stock
ownership guidelines and (c) the sum of (i) the aggregate number of
shares of Company common stock pledged by all directors and
executives at the time of the requested pledge and (ii) the number
of shares requested to be pledged is equal to or less than two
times the average daily trading volume in Company common stock for
the preceding thirty (30) trading days.
Compensation
Recovery
The Company
maintains a clawback policy that allows the Board to require
reimbursement of any STI or LTI award from certain officers,
including the NEOs (or others as determined by the Board) where:
(1) the payment was predicated upon achieving certain
financial results that were subsequently the subject of a
substantial restatement of Company financial statements filed with
the SEC or negatively adjusted in a manner that impacts a
performance measure upon which the STI or LTI award was based; (2)
the Board determines the covered person engaged in intentional
misconduct that caused or substantially caused the need for the
substantial restatement or negative adjustment; and (3) a lower
payment or award would have been made to the covered person as
determined by the Board based upon the restated or negatively
adjusted financial results. In each such instance, the Company may,
to the extent practicable, seek to recover from the individual
executive the amount by which the individual executive’s STI or LTI
payout for the relevant period exceeded the lower payout that would
have been made based on the restated or negatively adjusted
financial results.
Outstanding
Equity Awards at 2019 Fiscal Year-End
The following
table provides information about the outstanding share-based equity
awards for each of our NEOs as of December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option
Awards
|
|
Stock
Awards
|
Name
|
|
Grant
Date
|
|
Number of
Securities Underlying Unexercised Options
(#)
Exercisable
|
|
Number of
Securities Underlying Unexercised Options
(#)
Unexercisable
|
|
Option
Exercise Price
($)
|
|
Option
Expiration Date
|
|
Number
of
Shares
or
Units
of Stock
That
Have
Not
Vested
(#)
|
|
Market
Value
of Shares
or
Units of
Stock
That Have
Not
Vested
($) (1)
|
|
Equity
Incentive Plan Awards:
Number of
Unearned Shares, Units or Other Rights That Have Not Vested (#)
(1)
|
|
Equity
Incentive Plan Awards:
Market or
Payout Value of Unearned Shares, Units or Other Rights That Have
Not Vested
($)
(1)
|
Terrence Gohl
|
|
9/23/2019(11)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|
349,000
|
|
Carl Bizon (2)
|
|
3/19/2019 (5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,444
|
|
|
67,860
|
|
|
|
6/6/2019 (5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,648
|
|
|
40,652
|
|
Jay Goldbaum
|
|
8/15/2015
|
|
3,194
|
|
|
—
|
|
|
11.02
|
|
|
8/15/2025
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
10/7/2015
|
|
491
|
|
|
—
|
|
|
9.20
|
|
|
10/7/2025
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
3/1/2016 (6)
|
|
5,598
|
|
|
—
|
|
|
10.08
|
|
|
3/1/2026
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
3/1/2017 (7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,140
|
|
|
3,978
|
|
|
—
|
|
|
—
|
|
|
|
3/1/2017(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,279
|
|
|
7,954
|
|
|
|
3/1/2018(9)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,947
|
|
|
20,755
|
|
|
—
|
|
|
—
|
|
|
|
3/1/2018(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,929
|
|
|
27,672
|
|
|
|
3/19/2019(8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,667
|
|
|
114,008
|
|
|
—
|
|
|
—
|
|
|
|
3/19/2019(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,667
|
|
|
114,008
|
|
|
|
6/6/2019(8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,015
|
|
|
52,402
|
|
|
—
|
|
|
—
|
|
|
|
6/6/2019(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,015
|
|
|
52,402
|
|
|
|
9/19/2019(10)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104,312
|
|
|
364,049
|
|
|
—
|
|
|
—
|
|
Matthew Meyer
|
|
3/19/2019 (8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,000
|
|
|
24,430
|
|
|
—
|
|
|
—
|
|
|
|
3/19/2019 (5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,000
|
|
|
24,430
|
|
|
|
9/19/2019 (10)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,255
|
|
|
63,710
|
|
|
—
|
|
|
—
|
|
Jamie Pierson
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Barry Steele
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
_______________________________________
|
|
(1)
|
The market value
is based on the Company’s stock price as of December 31, 2019
($3.49) multiplied by the number of shares or units granted (for
PSUs, at 100%).
|
|
|
(2)
|
Mr. Bizon RSU
awards granted on 3/1/2018, 3/19/2019, and 6/6/2019 were vested on
a pro-rated basis per the severance agreement and will be
distributed on 4/7/2020.
|
|
|
(3)
|
PSU awards are
designed to be earned based on the achievement of specific
performance measures over a period that began on January 1, 2017
and ends on December 31, 2019.
|
|
|
(4)
|
PSU awards are
designed to be earned based on the achievement of specific
performance measures over a period that began on January 1, 2018
and ends on December 31, 2020.
|
|
|
(5)
|
PSU awards are
designed to be earned on the achievement of specific performance
measures over a period that began on January 1, 2019 and ends on
December 31, 2021. For more information regarding these PSU awards,
see “2019
Long-Term
Incentive Program.”
|
|
|
(6)
|
Stock options for
Mr. Goldbaum granted on March 1, 2016 fully vested and became
exercisable on March 1, 2019.
|
|
|
(7)
|
The remaining
portion of the March 1, 2017 RSU grant vests or vested in
substantially equal installments on March 1, 2020 and March 1,
2021.
|
|
|
(8)
|
These restricted
stock unit awards generally vest ratably on the first three
anniversaries of the grant date.
|
|
|
(9)
|
These restricted
stock unit awards generally vest ratably on the four anniversaries
of the grant date.
|
|
|
(10)
|
These restricted
stock unit awards generally vest on the first anniversary of the
grant date.
|
|
|
(11)
|
PSU awards are
designed to be earned on the achievement of specific performance
measures over a period that began on September 23, 2019 and ends on
September 23, 2022.
|
Benefits and
Retirement Programs
Each NEO is
eligible to participate in benefit plans available to substantially
all the Company’s U.S. employees. These benefit plans include the
Company’s retirement program (comprised of a 401(k) savings
component and a Horizon Global contribution component) (the
“Retirement Program”), and the Company’s medical, dental, vision,
group life and accidental death and dismemberment insurance
programs (the “Health Benefits Program”). The Retirement Program
and the Health Benefits Program are designed to reward continued
employment with the Company, and the Retirement Program is also
designed to assist participants with financial preparation for
retirement.
Under the
Retirement Program, the Company makes matching contributions for
each active participant in the 401(k)-savings component equal to
25% of the participant’s permitted contributions, up to a maximum
of 5% of the participant’s eligible compensation. In addition, for
most employees, the Company may contribute an additional 25% of
matching contributions based on the Company’s annual financial
performance.
Under the terms
of the Retirement Program, the Company contributes to each eligible
employee’s plan account an amount determined as a percentage of
such employee’s eligible compensation. The percentage is based on
the employee’s age and for salaried employees and ranges from 1.0%
for employees under the age of 30 to 4.5% for employees age 50 and
over. Messrs. Gohl, Bizon, and Pierson were eligible for a
contribution amount equal to 4.5% of their respective eligible
compensation, Mr. Steele was eligible for a contribution amount
equal to 4.0% of his respective eligible compensation, and
Messrs. Goldbaum and Meyer were eligible for a contribution
amount equal to 2.0% of their respective eligible
compensation.
Executive
Retirement Program
Each NEO is
eligible for the Company’s executive retirement program, which
provides retirement benefits in addition to those provided under
the Retirement Program. The Company offers these additional
programs to enhance total executive pay so that it remains
competitive in the market. Effective July 1, 2015, the Company
began funding a rabbi trust for its obligations under these
programs. Trust assets are subject to the claims of the Company’s
creditors in the event of bankruptcy.
Under the
Company’s Supplemental Executive Retirement Plan (“SERP”), the
Company contributed to each NEO’s account at the end of each
quarter with the amount determined as a fixed percentage of their
eligible compensation. The contribution percentages were based on
each participating NEO’s age on the date of the contribution. In
accordance with the terms of the SERP, the Company’s contributions
vest 100% after five years of eligible employment with the Company.
The Company’s contributions immediately vest upon attainment of
retirement age or death.
The Company’s
Compensation Limit Restoration Plan (“CLRP”) provides each
participating NEO benefits in the form of Company contributions
which would have been payable under the quarterly contribution
component of the Retirement Program, but for tax code limits on the
amount of pay that can be considered in a qualified plan. There are
no employee contributions permitted under the CLRP. The Company’s
contributions under the CLRP vary as a percent of eligible
compensation based on the age of each of our NEOs.
The executive
retirement program also includes an elective deferral compensation
feature to supplement the existing executive retirement program.
Subject to the terms of the Company’s executive retirement program,
each NEO may elect to defer up to 25% of base pay and up to 100% of
annual cash incentive awards. Contributions to the Company’s
executive retirement program are invested at the direction of each
NEO based on the investment options in the Company’s retirement
program. Each NEO’s investment directive may be amended at any
time.
Other
Post-Employment Compensation
The Company
maintains an Executive Severance/Change of Control Policy
(“Severance Policy”). The Severance Policy covers each of our NEOs,
with the Compensation Committee designating Mr. Gohl as a Tier I
participant and Messrs. Goldbaum and Meyer as Tier II participants.
Prior to his separation from Horizon Global, Mr. Bizon was a Tier I
participant. Messrs. Steele and Pierson were each Tier II
participants prior to their respective separations from Horizon
Global. The Severance Policy provides that the Company will make
severance payments to a participant upon the termination of such
participant’s employment under certain circumstances. The Severance
Policy includes an excise tax “cap” provision, which will operate
to reduce the total amount of payments due under the Severance
Policy so as to avoid the imposition of excise taxes and the
resulting loss of tax deductions to the Company under Section 280G
of the Internal Revenue Code. The Severance Policy was amended in
November 2018 to (1) reduce the non-change-of-control severance
period for Tier I participants from two years to 18 months, (2)
reduce the change-of-control severance period for Tier I
participants from three years to two years, and (3) reduce the
change-of-control severance period for Tier II participants from
two years to 18 months. Mr. Goldbaum’s severance protections were
not modified by this amendment.
If the Company
terminates the employment of an NEO for any reason other than
cause, disability or death, or if any NEO terminates his employment
with the Company for good reason, (in each case, a “qualifying
termination”), the Company will provide such NEO with: (1) one
year’s (1.5 years’ for Mr. Gohl) annual base salary; (2) the value
of STI payments equal to one year’s (1.5
years’ for Mr.
Gohl) payout at his target level in effect at the date of
termination (generally paid in equal installments over one or 1.5
years, as applicable); (3) the value of any STI payment that has
been declared for the NEO but not paid; (4) the NEO’s pro-rated STI
for the year of termination through the date of termination based
on his target level and actual full-year performance; (5) immediate
vesting upon the termination date of a pro-rata portion of equity
awards granted under the Amended 2015 Plan through the termination
date (for performance-based equity awards, based on actual
performance); (6) executive level outplacement services for up to
12 months; and (7) continued medical benefits for up to
12 months (18 months for Mr. Gohl) following the
termination date.
In the case of an
NEO’s voluntary termination or termination for cause, the Company
will pay the NEO’s accrued base salary through termination plus
earned but unused vacation compensation (and, in the case of
voluntary termination, the value of any STI payment that has been
declared but not paid). All other benefits will cease as of the
termination date. If the employment of one of our NEOs is
terminated due to death, the Company will pay the NEO’s accrued but
unpaid base salary and the value of the NEO’s accrued but unpaid
STI compensation as of the date of death, and such NEO will fully
vest in his outstanding equity awards, including performance-based
equity awards at the target performance level. Other than continued
participation in the Company’s medical benefit plan for such NEO’s
dependents for up to 36 months, all other benefits will cease
as of the date of such NEO’s death. If one of our NEOs is
terminated following disability, the Company will pay the NEO’s
earned but unpaid base salary and the value of STI payments, and
such NEO will fully vest in all his outstanding time-based equity
awards and performance-based equity awards at the end of the
performance period based on actual performance. In addition, such
NEO will be eligible for disability benefits under the Company’s
disability programs, including the supplemental executive long-term
disability insurance program. All other benefits will cease as of
the date of such termination in accordance with the terms of such
benefit plans.
In the case of a
qualifying termination of an NEO’s employment with the Company
within two years of a change-of-control (as defined below), then,
in place of any other severance payments or benefits, the Company
will provide such NEO with: (1) a payment equal to 1.5 years’
months (2 years’ for Messrs. Gohl and Goldbaum) of his base salary
rate in effect at the date of termination; (2) the value of 1.5
years’ (2 years’ for Messrs. Gohl and Goldbaum) STI payouts at his
target level in effect at the date of termination; (3) the value of
any STI payment that has been declared for the NEO but not paid;
(4) the NEO’s pro-rated STI payout for the year of termination
through the date of termination based on his target level and
actual full-year performance; (5) immediate vesting upon the
termination date of all unvested and outstanding time-based vesting
equity awards; (6) immediate vesting upon the termination date of
all unvested and outstanding performance-based equity awards based
on target performance; (7) executive level outplacement services
for up to 12 months; and (8) continued medical benefits for up
to 18 months (24 months for Messrs. Gohl and Goldbaum) following
the termination date. Certain of such payments would be made in
installments in certain circumstances if necessary to comply with
Code Section 409A.
For purposes of
the Severance Policy, “change-of-control” is generally deemed to
have occurred upon the first of the following events:
|
|
1.
|
Any individual,
entity or group acquires beneficial ownership of 35% or more of the
voting power of the Company’s outstanding common stock, subject to
certain exceptions, as further described in the Severance
Policy;
|
|
|
2.
|
A majority of
members of the Board are replaced by directors whose appointment or
election is not approved by a majority of the Company’s directors,
subject to certain exceptions, as described in the Severance
Policy;
|
|
|
3.
|
The Company
consummates a reorganization, merger or certain other substantial
corporate transactions resulting in a substantial change in the
Company’s ownership or leadership, subject to certain exceptions,
as described in the Severance Policy; or
|
|
|
4.
|
Approval by the
Company’s stockholders of a complete liquidation or dissolution of
the Company, subject to certain exceptions, as described in the
Severance Policy.
|
In addition, the
Severance Policy requires that, in return for these benefits, each
NEO has to refrain from competing against the Company for a period
following termination that corresponds to the duration of any
severance payments such NEO would be entitled to receive or
24 months (if no severance payments are payable). The
Severance Policy may be modified by the Compensation Committee at
any time, provided that prior written consent is required of any
NEO who is adversely impacted by the modification. Further, the
Compensation Committee may amend or terminate the Severance Policy
at any time upon 12 months’ written notice to any adversely
affected NEO.
Mr. Bizon became
entitled to benefits and compensation under the Severance Policy in
connection with his departure from the Company during 2019.
Specifically, in addition to certain accrued benefits, Mr. Bizon
was entitled to cash severance equaling $1,417,500, his earned cash
bonus of $840,752 for the successful sale of the Company’s APAC
business segment, health care coverage reimbursements of $6,752,
and a moving allowance of $50,000. In addition to certain accrued
benefits, the unvested serviced-based
restricted stock units held by Mr. Bizon vested on a pro-rata basis
upon termination (valued at $87,787). PSUs and ROIC cash awards
held by Mr. Bizon at the time of termination remained eligible to
vest on a pro-rata basis based on actual performance for the full
performance period.
In connection
with their departures from the Company, Messrs. Pierson and Steele
did not receive any enhanced benefits or payments.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Equity
Compensation Plan Information
|
|
|
|
|
|
|
|
|
|
|
|
Plan
category
|
|
Number of
securities to be issued upon exercise of outstanding options,
warrants and rights
(a)
|
|
Weighted-average
exercise price of outstanding options, warrants and
rights
(b) (1)
|
|
Number of
securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
(c)
(2)
|
Equity compensation plans
approved by security holders
|
|
1,405,822
|
|
|
$
|
10.52
|
|
|
2,303,097
|
|
Equity compensation plans not
approved by security holders
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
TOTAL:
|
|
1,405,822
|
|
|
$
|
10.52
|
|
|
2,303,097
|
|
________________________________________
|
|
(1)
|
The
weighted-average exercise price relates to outstanding stock
options only. The Company’s restricted stock unit awards have no
exercise price.
|
|
|
(2)
|
As of December 31,
201, includes 2,303,097 shares available for future issuance under
the Amended 2015 Plan, all of which may be issued for awards other
than stock options, restricted stock units or stock appreciation
rights.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
The following
table sets forth information with respect to the beneficial
ownership of the Common Stock as of the Record Date
by:
|
|
▪
|
each person known
by us to beneficially own more than 5% of the Common
Stock;
|
|
|
▪
|
each of the
Company’s directors and director nominees;
|
|
|
▪
|
each of the named
executive officers (“NEOs”); and
|
|
|
▪
|
all of the
Company’s directors and executive officers as a group.
|
The percentages
of Common Stock beneficially owned are reported on the basis of
regulations of the SEC governing the determination of beneficial
ownership of securities. Under the rules of the SEC, a person is
deemed to be a beneficial owner of a security if that person has or
shares, (1) voting power, which includes the power to vote or
to direct the voting of the security, (2) investment power,
which includes the power to dispose of or to direct the disposition
of the security, or (3) rights to acquire Common Stock that
are currently exercisable or convertible, or will become
exercisable or convertible within 60 days of the April 27,
2020. Except as indicated in the footnotes to this table, each
beneficial owner named in the following table has sole voting and
sole investment power with respect to all shares beneficially
owned. As of the April 27, 2020, the Company had 25,472,434 shares
outstanding.
|
|
|
|
|
|
|
|
|
|
Shares
Beneficially
Owned
|
Name and
Beneficial Owner
|
|
Number
|
|
Percentage
|
T. Rowe
Price Associates, Inc.(1)
100 E. Pratt Street,
Baltimore MD 21202
|
|
4,697,027
|
|
|
18.44
|
%
|
Atlas
Capital Resources II LP(2)
100 Northfield Street,
Greenwich, CT 06830
|
|
2,473,904
|
|
|
9.71
|
%
|
Royce &
Associates, LP(3)
745 Fifth Avenue, New York,
NY 10151
|
|
1,806,153
|
|
|
7.09
|
%
|
Corre
Partners Management, LLC(4)
12 East 49th Street, 40th
Floor, New York, NY 10017
|
|
6,731,982
|
|
|
22.68
|
%
|
Carl S.
Bizon(5)
|
|
81,477
|
|
|
0.32
|
%
|
Jay
Goldbaum(6)
|
|
109,027
|
|
|
0.43
|
%
|
Terrence G. Gohl
|
|
7,000
|
|
|
0.03
|
%
|
Frederick A. “Fritz”
Henderson
|
|
98,899
|
|
|
0.39
|
%
|
John C.
Kennedy(7)
|
|
1,205,039
|
|
|
4.67
|
%
|
Ryan L.
Langdon(8)
|
|
1,669,698
|
|
|
6.34
|
%
|
Matthew J. Meyer
|
|
7,333
|
|
|
0.03
|
%
|
Brett N. Milgrim
|
|
44,199
|
|
|
0.17
|
%
|
Debra S. Oler
|
|
—
|
|
|
0.00
|
%
|
Jamie G.
Pierson(9)
|
|
—
|
|
|
0.00
|
%
|
Matthew T.
Pollick
|
|
5,000
|
|
|
0.02
|
%
|
Dennis E.
Richardville
|
|
—
|
|
|
0.00
|
%
|
David A. Roberts
|
|
61,074
|
|
|
0.24
|
%
|
James F. Sistek
|
|
—
|
|
|
0.00
|
%
|
Barry G.
Steele(10)
|
|
—
|
|
|
0.00
|
%
|
Mark D. Weber
|
|
44,199
|
|
|
0.17
|
%
|
Harry J. Wilson
|
|
1,279,511
|
|
|
5.01
|
%
|
All
executive officers and directors as a group (14 persons)
(11)
|
|
|
|
|
_______________________________________
|
|
(1)
|
Information
contained in the columns above and this footnote is based on a
report on Schedule 13G/A filed with the SEC on February 14, 2020
jointly by T. Rowe Price Associates, Inc. (“T. Rowe Price”), and T.
Rowe Price Small-Cap Value Fund, Inc. (“T. Rowe Fund”). As of
December 31, 2019, T. Rowe Price had sole voting power with respect
to 1,047,117 shares of Common Stock, and sole dispositive power
with respect to 4,697,027 shares of Common Stock; and T. Rowe Fund
had sole voting power with respect to 3,579,190 shares of Common
Stock.
|
|
|
(2)
|
Information
contained in the columns above and this footnote is based on a
report on Schedule 13D/A filed with the SEC on December 20, 2019
jointly by (i) Atlas Capital Resources II LP (“Atlas Capital”);
(ii) Lapetus Capital II LLC (“Lapetus Capital”); (iii) Atlas
Capital GP II LP (“Atlas GP II”); (iv) Atlas Capital Resources GP
II LLC (“Atlas Capital LLC”); (v) Mr. Andrew M. Bursky; and (vi)
Mr. Timothy J. Fazio (each, a “Atlas Reporting Person” and
collectively, the “Atlas Reporting Persons”). As of December 18,
2019, the Atlas Reporting Persons, specifically Atlas Capital,
Lapetus Capital, Atlas GP II, Atlas Capital LLC, Mr. Bursky and Mr.
Fazio had shared voting power with respect to 2,473,904 shares of
Common Stock; and shared dispositive power with respect to
2,473,904 shares of Common Stock.
|
|
|
(3)
|
Information
contained in the columns above and this footnote is based on a
report on Schedule 13G filed by Royce Associates, LP (“Royce”) with
the SEC on January 21, 2020. As of December 31, 2019, Royce had
sole voting power and sole dispositive power with respect to
1,806,153 shares of Common Stock.
|
|
|
(4)
|
Information
contained in the columns above and this footnote is based on a
report on Schedule 13D/A filed with the SEC on March 22, 2019
jointly by (i) Corre Opportunities by Qualified Master Fund, LP
(the “Fund”); (ii) Corre Partners Advisors, LLC (the “General
Partner”), which serves as the general partner of the Fund; (iii)
Corre Partners Management, LLC (the “Investment Adviser”), which
has been delegated investment authority over the assets of the Fund
by the General Partner; (iv) Mr. John Barrett, who serves as a
managing member of the General Partner and the Investment Adviser;
and (v) Mr. Eric Soderlund, who serves as a managing member of the
General Partner and the Investment Adviser (each, a “Corre
Reporting Person” and collectively, the “Corre Reporting Persons”).
As of March 22, 2019, (i) the Fund may be deemed to be the
beneficial owner of 1,802,958 Shares, consisting of 1,788,801
shares of Common Stock and 14,157 shares of Common Stock issuable
upon conversion of certain notes and warrants of the Company held
by the Fund, and (ii) each of the General Partner, the Investment
Adviser, Mr. Barrett and Mr. Soderlund may be deemed to be the
beneficial owner of 2,519,454 shares of Common Stock, consisting of
2,505,297 shares of Common Stock and 14,157 shares of Common Stock
issuable upon conversion of certain notes and warrants of the
Company held by the Corre Reporting Persons. The Fund had shared
voting power with respect to 1,802,958 shares of Common Stock; and
shared dispositive power with respect to 1,802,958 shares of Common
Stock. The General Partner, the Investment Adviser, Mr. Barrett and
Mr. Soderlund had shared voting power with respect to 2,519,454
shares of Common Stock; and shared dispositive power with respect
to 2,519,454 shares of Common Stock. The amount does not include
shares of Common Stock underlying convertible senior notes and
Warrants held by the Corre Reporting Persons, which subject to
limitations on the right to convert and exercise, respectively, to
the extent that after giving effect to such issuance after
conversion or exercise, the Corre Reporting Persons (together with
the Corre Reporting Persons’
|
affiliates),
would, when aggregated with all other shares of Common Stock
beneficially owned by such Corre Reporting Persons at such time,
beneficially own shares of Common Stock in excess of 9.99% of the
number of shares of Common Stock outstanding (measured after giving
effect to the issuance of shares of Common Stock issuable upon
conversion of the convertible senior notes or exercise of the
Warrants, as applicable).
|
|
(5)
|
The number set
forth in the table is based on the total reported as of Mr. Bizon’s
termination date on September 20, 2019, and includes 43,902 RSUs
which vested April 7, 2020.
|
|
|
(6)
|
The number set
forth in the table includes 9,283 exercisable options.
|
|
|
(7)
|
The number set
forth in the table includes warrants to purchase 278,283 shares of
Common Stock.
|
|
|
(8)
|
The number set
forth in the table includes warrants to purchase Common Stock owned
by Newport Global Advisers LP.
|
|
|
(9)
|
Pursuant to the
terms of the Plan, Mr. Pierson’s RSUs were forfeited upon his
resignation date on December 12, 2019.
|
|
|
(10)
|
Pursuant to the
terms of the Plan, Mr. Steele’s RSUs were forfeited upon his
resignation date on February 8, 2019.
|
|
|
(11)
|
With the exception
of Messrs. Kennedy, Langdon and Wilson, each director and NEO
beneficially owns less than one percent of the outstanding shares
of the Common Stock. Messrs. Bizon, Pierson and Steele are not
included in this group.
|
Item 13.
Certain Relationships and Related Transactions, and Director
Independence
Director
Independence
The Company’s
Board has determined, after considering all of the relevant facts
and circumstances, that Ms. Oler and Messrs. Henderson,
Kennedy, Langdon, Milgrim, Roberts, Weber and Wilson are, and
Messrs. Devore, Kunselman and Siebert and Mses. Ilitch and Straub,
who served as directors during 2019, were, “independent” from
management in accordance with the NYSE listing standards and the
Company’s Corporate Governance Guidelines (the “Governance
Guidelines”). To be considered independent, the Board must
determine that a director does not have any direct or indirect
material relationships with the Company and must meet the criteria
for independence set forth in the Company’s Governance
Guidelines.
Certain
Relationships and Related Transactions
Pursuant to its
written charter, the Audit Committee is responsible for reviewing
reports and disclosures of insider and affiliated party
transactions and monitoring compliance with The Spirit and The
Letter, which requires employees to disclose in writing any outside
activities, financial interests, relationships or other situations
that do or may involve a conflict of interest or that present the
appearance of impropriety.
Pursuant to the
written charter of the Governance Committee and the written
Governance Guidelines, members of the Board must properly notify
the President and Chief Executive Officer and the Chair of the
Governance Committee if any actual or potential conflict of
interest arises between the Board and such member. After
notification, the Governance Committee will evaluate the matter and
provide a recommenation for resolution to the Board. The Board,
taking into account the recommendation of the Governance Committee,
will resolve the matter in the best interest of the
Company.
It is also our
policy that the Audit Committee review and approve all transactions
(other than those that are de minimis in nature) in which we
participate and in which any related person has or will have a
direct or indirect material interest. In reviewing and approving
such transactions, the Audit Committee obtains all information it
believes to be relevant to a review and approval of the
transaction. After consideration of the relevant information, the
Audit Committee approves only those related person transactions
that are consistent with our best interests.
On March 15,
2019, we entered into a Second Lien Term Facility Credit Agreement
(the “Second Lien Term Facility Agreement”) with Cortland Capital
Markets Services LLC, as administrative agent and collateral agent,
Corre Partners Management, L.L.C. (“Corre”), as representative of
the lenders, and the lenders party thereto (the “Second Lien
Lenders”). The Second Lien Lenders include Corre Opportunities
Qualified Master Fund, LP (“Corre Master Fund”), Corre Horizon
Fund, LP and Corre Opportunities II Master Fund, LP (collectively,
the Corre Lenders”). At the time of entering into the Second Lien
Term Facility Agreement, affiliates of Corre, including Corre
Master Fund, beneficially owned, in the aggregate, 9.99% of the
outstanding Common Stock. JKI Holdings, LLC (“JKI Holdings”), an
entity owned by our Board Chair, John C. Kennedy, is also a Second
Lien Lender.
The Second Lien
Term Facility Agreement provides for a term loan facility (the
“Second Lien Term Facility”) in the aggregate principal amount of
approximately $51.0 million, all of which has been borrowed by the
Company. The interest on the term loans under the Second Lien Term
Facility may be paid, at the Company’s election, in cash, at the
customary eurocurrency rate plus a margin of 10.50% per annum, or
in-kind, at the customary eurocurrency rate plus a margin of
11.50%; provided that if the term loans are converted to base rate
loans, the interest rate on interest paid (i) in cash will be the
customary base rate plus a margin of 9.50% per annum and (ii)
in-kind will be the customary base rate plus a margin of 10.50%;
provided, further, however, that cash interest payments are
currently prohibited under the Company’s term loan facility and
revolving credit facility. There are no amortization payments
required under the Second Lien Term Facility. Borrowings under the
Second Lien Term Facility mature on September 30, 2021. The total
indebtedness under the Second Lien Term Facility is and will be
guaranteed by the Company’s existing and future domestic
subsidiaries and certain foreign subsidiaries and is and will be
secured by substantially all of the assets of the Company and such
guarantors.
The Corre Lenders
lent approximately $34.7 million and JKI Holdings lent
approximately $2.6 million under the Second Lien Term Facility. In
connection with entering into the Second Lien Term Facility, the
Company issued the Corre Lenders warrants to purchase up to an
aggregate of 1,260,280 shares of Common Stock and issued JKI
Holdings Warrants to purchase up to 278,283 shares of Common
Stock.
The warrants have
an initial exercise price of $1.50 per share and may be exercised
for cash or on a cashless basis. The exercise price of the warrants
is subject to adjustment for stock splits, stock dividends,
combinations, recapitalizations and other comparable events. The
exercise price of the warrants is also subject to adjustment if we
issue or are deemed to have issued Common Stock or warrants or
other rights or options to purchase Common Stock or securities
convertible into Common Stock at a price less than the exercise
price in effect, subject to certain exceptions such as the issuance
of equity awards under our equity incentive plans. The Warrants
expire on March 15, 2024.
Additionally in
connection with the closing of the Second Lien Facility, the
Company issued the Corre Lenders an aggregate of 90,667 shares of
Series A preferred stock (“Series A Preferred Stock”) with a
liquidation value of $100 per share. The shares of Series A
Preferred Stock were entitled to cumulative dividends, at a rate of
eighteen percent per annum, if and when declared by the Board. The
Series A Preferred Stock was non-voting. In the event of any
liquidation of the Company, each Series A Preferred Stock holder
would have been entitled to, prior and in preference to any other
distribution, two times the liquidation value per share plus all
accrued but unpaid dividends. Upon the receipt of the approval of
the Company’s stockholders at the Company’s annual meeting of
stockholders held on June 25, 2019, the shares of Series A
Preferred Stock converted into warrants to purchase an additional
2,952,248 shares of Common Stock, including warrants issuable based
upon the amount of accrued and unpaid dividends at the time of such
approval.
The warrants issued to the
Corre Lenders contain a provision that restricts the ability of
each Corre Lender to exercise its warrant to the extent that after
giving effect to such exercise and issuance, such Corre Lender
(together with its affiliates, such as the other Corre Lenders, and
any other persons acting as a group together with such Corre Lender
or any of its affiliates) would beneficially own more than 9.99% of
the number of shares of Common Stock outstanding immediately after
giving effect to the issuance of shares of Common Stock issuable
upon exercise of such warrant.
Item 14.
Principal Accountant Fees and Services
The Audit
Committee has appointed Deloitte as the independent registered
public accounting firm to audit the Company’s consolidated
financial statements for the fiscal year ending December 31, 2020.
Deloitte was engaged as our independent registered public
accounting firm for the fiscal year ended December 31,
2019.
Fees Paid to
Independent Auditor
The following
table presents fees billed by Deloitte for professional audit
services rendered related to the audits of the Company’s annual
financial statements for the years ended December 31, 2019 and
2018.
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
Audit Fees
|
|
$
|
2,025,000
|
|
|
$
|
1,535,000
|
|
Audit-related
Fees
|
|
36,000
|
|
|
6,000
|
|
Tax Fees
|
|
—
|
|
|
—
|
|
All Other Fees
|
|
5,000
|
|
|
5,000
|
|
Total
|
|
$
|
2,066,000
|
|
|
$
|
1,546,000
|
|
Audit and
Audit-Related Fees
Audit fees
include fees for the audit of the annual consolidated financial
statements, reviews of quarterly consolidated financial statements,
statutory audits and consents. Audit-related fees for 2019 related
primarily procedures performed in connection with the issuance of a
registration statement. Audit-related fees for 2018 related
primarily to procedures performed in connection with a New Zealand
research and development review.
Other
Fees
Other fees for
2019 and 2018 relate to a subscription for technical
content.
We have been
advised by Deloitte that neither the firm nor any member of the
firm has any financial interest, direct or indirect, in any
capacity in the Company or its subsidiaries.
Policy on
Audit Committee Pre-Approval of Audit and Non-Audit Services of
Independent Registered Public Accounting Firm
The Audit
Committee is responsible for appointing, setting compensation and
overseeing the work of the independent registered public accounting
firm. The Audit Committee’s pre-approval is required for all audit
and non-audit services provided by the independent registered
public accounting firm.
On an ongoing
basis, management communicates specific projects and categories of
service for which it wishes to engage the independent registered
public accounting firm. The Audit Committee reviews these requests
and advises management if the committee approves the engagement of
the independent registered public accounting firm. No services are
undertaken which are not pre-approved. On a periodic basis,
management reports to the Audit Committee regarding the actual
spending for such projects and services compared to the approved
amounts. All of the services provided by Deloitte, our independent
auditor in 2019, including services related to audit, audit-related
fees, tax fees and all other fees described above, were approved by
the Audit Committee.
Item 15. Exhibits
and Financial Statement Schedules
(a) Listing
of Documents
(1) Financial
Statements
The Company’s
consolidated financial statements included in Item 8 hereof,
as required at December 31, 2019
and
December 31,
2018, and
for the periods ended December 31, 2019
and
December 31,
2018,
consist of the following:
Consolidated
Balance Sheets
Consolidated
Statements of Operations
Consolidated
Statements of Comprehensive Income (Loss)
Consolidated
Statements of Cash Flows
Consolidated
Statements of Shareholders’ Equity
Notes to
Consolidated Financial Statements
(2) Financial
Statement Schedules
Financial
Statement Schedule of the Company appended hereto, as required for
the periods ended December 31,
2019,
and December 31,
2018,
consists of the following:
Valuation and
Qualifying Accounts
All other
schedules are omitted because they are not applicable, not
required, or the information is otherwise included in the financial
statements or the notes thereto.
Exhibits
(3) Exhibits
Index:
|
|
|
2.1(c)*
|
|
2.2(r)
|
|
3.1(q)
|
|
3.2(b)
|
|
4.1(j)
|
|
4.2(j)
|
|
4.3(t)
|
|
4.4(o)
|
|
4.5(o)
|
|
10.1(c)
|
|
10.2(c)
|
|
10.3(c)
|
Loan Agreement,
dated as of June 30, 2015, among the Company, Cequent Performance
Products, Inc., Cequent Consumer Products, Inc., the lenders party
thereto and Bank of America, N.A., as agent for the
lenders.
|
|
|
|
10.4(f)
|
Amended and
Restated Loan Agreement, dated as of December 22, 2015, among
Horizon Global Corporation, Cequent Performance Products, Inc.,
Cequent Consumer Products, Inc., Cequent UK Limited, Cequent Towing
Products of Canada Ltd., the subsidiary guarantors party thereto,
the lenders party thereto and Bank of America, N.A., as agent for
the lenders.
|
10.5(f)
|
|
10.6(i)
|
Waiver and First
Amendment to Amended and Restated Loan Agreement, dated as of
October 4, 2016, to the Amended and Restated Loan Agreement, dated
as of December 22, 2015, by and among Horizon Global Corporation,
Cequent Performance Products, Inc., Cequent Consumer Products,
Inc., Cequent UK Limited, Cequent Towing Products of Canada Ltd.,
the other parties thereto, the lenders party thereto and Bank of
America, N.A., as administrative agent.
|
10.7(l)
|
Second Amendment
to Amended and Restated Loan Agreement, dated as of January 11,
2017, to the Amended and Restated Loan Agreement, dated as of
December 22, 2015, by and among Horizon Global Corporation, Cequent
Performance Products, Inc., Cequent Consumer Products, Inc.,
Cequent UK Limited, Cequent Towing Products of Canada Ltd., the
other parties thereto, the lenders party thereto and Bank of
America, N.A., as administrative agent.
|
10.8(n)
|
Third Amendment
to Amended and Restated Loan Agreement, dated as of July 31, 2018,
to the Amended and Restated Loan Agreement, dated as of December
22, 2015, by and among Horizon Global Corporation, Horizon Global
Americas Inc., Cequent UK Limited, Cequent Towing Products of
Canada Ltd., the other parties thereto, the lenders party thereto
and Bank of America, N.A., as administrative
agent.
|
10.9(c)
|
|
10.10(i)
|
|
10.11(l)
|
|
10.12(k)*
|
|
10.13(m)
|
|
10.14(n)
|
|
10.15(d)**
|
|
10.16(e)**
|
|
10.17(a)
|
|
10.18(e)**
|
|
10.19(e)**
|
|
10.20(e)**
|
|
10.21(e)**
|
|
10.22(e)**
|
|
10.23(e)**
|
|
10.24(e)**
|
|
10.25(g)**
|
|
|
|
|
10.26(g)**
|
|
10.27(g)**
|
|
10.28(g)**
|
|
10.29(g)**
|
|
10.30(h)**
|
|
10.31(m)**
|
|
10.32(m)**
|
|
10.33(m)**
|
|
10.34(m)**
|
|
10.35(m)**
|
|
10.36(n)**
|
|
10.37(i)
|
|
10.38(j)
|
|
10.39(j)
|
|
10.40(j)
|
|
10.41(j)
|
|
10.42(j)
|
|
10.43(j)
|
|
10.44(j)
|
|
10.45(j)
|
|
10.46(j)
|
|
10.47(j)
|
|
10.48(j)
|
|
10.49(j)
|
|
10.50(n)
|
|
10.51(h)
|
|
10.52(h)
|
|
10.53(p)
|
|
|
|
|
10.54(p)
|
Fourth Amendment
to Amended and Restated Loan Agreement and Omnibus Amendment, dated
as of February 20, 2019 to the Amended and Restated Loan Agreement
dated as of December 22, 2015, by and among Horizon Global
Corporation, Horizon Global Americas Inc., Cequent UK Limited,
Cequent Towing Products of Canada Ltd., the other parties thereto,
the lenders party thereto and Bank of America, N.A., as
administrative agent.
|
10.55(p)
|
|
10.56(p)
|
|
10.57(p)
|
Fifth Amendment
to Amended and Restated Loan Agreement and Omnibus Amendment, dated
as of February 26, 2019 to the Amended and Restated Loan Agreement
dated as of December 22, 2015, by and among Horizon Global
Corporation, Horizon Global Americas Inc., Cequent UK Limited,
Cequent Towing Products of Canada Ltd., the other parties thereto,
the lenders party thereto and Bank of America, N.A., as
administrative agent.
|
10.58(p)
|
|
10.59(p)
|
Sixth Amendment
to Amended and Restated Loan Agreement, dated as of March 7, 2019
to the Amended and Restated Loan Agreement dated as of December 22,
2015, by and among Horizon Global Corporation, Horizon Global
Americas Inc., Cequent UK Limited, Cequent Towing Products of
Canada Ltd., the other parties thereto, the lenders party thereto
and Bank of America, N.A., as administrative
agent.
|
10.60(p)
|
|
10.61(p)
|
|
10.62(p)
|
|
10.63(p)
|
Seventh Amendment
to Amended and Restated Loan Agreement, dated as of March 15, 2019
to the Amended and Restated Loan Agreement dated as of December 22,
2015, by and among Horizon Global Corporation, Horizon Global
Americas Inc., Cequent UK Limited, Cequent Towing Products of
Canada Ltd., the other parties thereto, the lenders party thereto
and Bank of America, N.A., as administrative
agent.
|
10.64(p)
|
|
10.65(q)
|
Omnibus Consent,
Waiver and Amendment dated as of June 6, 2019 to the Amended and
Restated Loan Agreement dated as of December 22, 2015, by and among
Horizon Global Corporation, Horizon Global Americas Inc., Cequent
UK Limited, Cequent Towing Products of Canada Ltd., the other
parties thereto, the lenders party thereto and Bank of America,
N.A., as administrative agent.
|
10.66(q)
|
|
10.67(q)
|
|
10.68(s)
|
|
10.69(s)
|
|
10.70(s)
|
|
10.71(s)
|
|
|
|
|
10.72(s)
|
|
21.1(t)
|
|
23.1(t)
|
|
31.1
|
|
31.2
|
|
32.1(t)
|
|
32.2(t)
|
|
101.INS(u)
|
XBRL Instance
Document.
|
101.SCH(u)
|
XBRL Taxonomy Extension
Schema Document.
|
101.CAL(u)
|
XBRL Taxonomy Extension
Calculation Linkbase Document.
|
101.DEF(u)
|
XBRL Taxonomy Extension
Definition Linkbase Document.
|
101.LAB(u)
|
XBRL Taxonomy Extension Label
Linkbase Document.
|
101.PRE(u)
|
XBRL Taxonomy Extension
Presentation Linkbase Document.
|
_________________________
|
|
|
|
(a)
|
|
Incorporated by reference to
the Exhibits filed with our Registration Statement on Form S-1
filed on March 31, 2015 (Reg. No. 333-203138).
|
(b)
|
|
Incorporated by reference to
the Exhibits filed with our Current Report on Form 8-K filed on
February 20, 2019 (Reg. No. 001-37427).
|
(c)
|
|
Incorporated by reference to
the Exhibits filed with our Current Report on Form 8-K filed on
July 6, 2015 (File No. 001-37427).
|
(d)
|
|
Incorporated by reference to
the Exhibits filed with our Quarterly Report on Form 10-Q filed on
August 11, 2015 (File No. 001-37427).
|
(e)
|
|
Incorporated by reference to
the Exhibits filed with our Quarterly Report on Form 10-Q filed on
November 10, 2015 (File No. 001-37427).
|
(f)
|
|
Incorporated by reference to
the Exhibits filed with our Current Report on Form 8-K filed on
December 23, 2015 (File No. 001-37427).
|
(g)
|
|
Incorporated by reference to
the Exhibits filed with our Quarterly Report on Form 10-Q filed on
May 3, 2016 (File No. 001-37427).
|
(h)
|
|
Incorporated by reference to
Exhibits filed with our Annual Report on Form 10-K filed on March
18, 2019 (File No. 001-37427).
|
(i)
|
|
Incorporated by reference to
the Exhibits filed with our Current Report on Form 8-K filed on
October 11, 2016 (File No. 001-37427).
|
(j)
|
|
Incorporated by reference to
the Exhibits filed with our Current Report on Form 8-K filed on
February 1, 2017 (File No. 001-37427).
|
(k)
|
|
Incorporated by reference to
the Exhibits filed with our Current Report on Form 8-K filed on
April 6, 2017 (File No. 001-37427).
|
(l)
|
|
Incorporated by reference to
the Exhibits filed with our Annual Report on Form 10-K filed on
March 10, 2017 (File No. 001-37427).
|
(m)
|
|
Incorporated by reference to
the Exhibits filed with our Quarterly Report on Form 10-Q filed on
May 3, 2018 (File No. 001-37427).
|
(n)
|
|
Incorporated by reference to
the Exhibits filed with our Quarterly Report on Form 10-Q filed on
August 7, 2018 (File No. 001-37427).
|
(o)
|
|
Incorporated by reference to
the Exhibits filed with our Current Report on Form 8-K filed on
March 18, 2019 (File No. 001-37427).
|
(p)
|
|
Incorporated by reference to
the Exhibits filed with our Quarterly Report on Form 10-Q filed on
May 9, 2019 (File No. 001-37427).
|
(q)
|
|
Incorporated by reference to
the Exhibits filed with our Quarterly Report on Form 10-Q filed on
August 8, 2019 (File No. 001-37427).
|
(r)
|
|
Incorporated by reference to
the Exhibit filed with our Current Report on Form 8-K filed on
September 25, 2019 (File No. 001-37427).
|
(s)
|
|
Incorporated by reference to
the Exhibits filed with our Quarterly Report on Form 10-Q filed on
November 12, 2019 (File No. 001-37427).
|
(t)
|
|
Incorporated by reference to
the Exhibits filed with our Annual Report on Form 10-K filed on
March 16, 2020 (File No. 001-37427).
|
(u)
|
|
Previously submitted
electronically with our Annual Report on Form 10-K filed on March
16, 2020 (File No. 001-37427).
|
* Certain
exhibits and schedules are omitted pursuant to Item 601(a)(5) of
Regulation S-K, and the Company agrees to furnish supplementally to
the Securities and Exchange Commission a copy of any omitted
exhibits and schedules upon request.
**
Management contracts and compensatory plans or arrangement required
to be filed as an exhibit pursuant Item 15(b) of Form
10-K.
SIGNATURES
Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly
authorized.
|
|
|
|
HORIZON
GLOBAL CORPORATION
(Registrant)
|
|
/s/ Terrence G.
Gohl
|
DATE: April 29,
2020
|
Name: Terrence G.
Gohl
Title: President and Chief
Executive Officer
|
QuickLinks
Item
10. Directors, Executive Officers and Corporate
Governance
Directors
Compensation
Item
11. Executive Compensation
Item
12. Security Ownership of Certain Beneficial Owners and
Management
Item
13. Certain Relationships and Related Transactions, and Director
Independence
Item
14. Principal Accountant Fees and Services
Item
15. Exhibits