Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. OnMay 4, 2021 , the Compensation Committee of the Board of Directors ofAir Transport Services Group, Inc. (the "Company"), approved the performance measures under the Company's Executive Incentive Compensation Plan ("EIC Plan") for fiscal year 2021. The Company's executives, including the named executive officers, have the potential to earn incentive compensation under the EIC Plan. The purpose of the EIC Plan is to incentivize executive management to achieve short-term corporate goals. Under the EIC Plan, participants are eligible to receive a cash bonus utilizing a formula that establishes a bonus amount, expressed as a percentage of base salary, based upon the extent of achievement of performance measures that are prescribed under the EIC Plan. The performance measures selected, and the relevant weight given to each such performance measure, may vary by participant, provided that, unless otherwise determined by the Compensation Committee, bonuses will be based on at least two performance measures. The EIC Plan provides that one of the performance measures will be net income from continuing operations, while the other performance measures will consist of one or more of the following: revenue growth, return on capital, earnings per share, shipment growth, increase in stock price, return on assets, service or the achievement of strategic objectives. Under the EIC Plan for 2021, the cash-incentive bonus opportunity for each participant for fiscal year 2021: (i) shall be based upon the position held and range from 4.8% to 150% of the participant's base salary earned during the year; and (ii) the threshold, target and maximum bonus potentials for the participants shall consist of the following: Position Threshold Target Maximum Chief Executive Officer 10% 100% 150% Chief Financial Officer; Chief Operating Officer; Chief Legal Officer; Chief Commercial Officer; Subsidiary President 6% 60% 100% Vice President; Subsidiary Vice President 4.8% 48% 80%
The Compensation Committee determines the performance measures, and the extent
of the achievement thereof, for the Chief Executive Officer and the other
executives, although the latter are determined in consultation with the Chief
Executive Officer.
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