Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 13, 2020, Arconic Inc. (the "Company") entered into an employment
letter agreement with Timothy D. Myers providing for his appointment as the
Chief Executive Officer of Arconic Corporation effective upon its legal
separation from the Company (the "Separation"). Until the Separation, Mr. Myers
will continue to serve as Executive Vice President and Group President, Global
Rolled Products and Transportation and Construction Solutions. The effectiveness
of the letter agreement is contingent upon the occurrence of the Separation no
later than July 31, 2020 (as such date may be extended by mutual agreement of
Mr. Myers and the Company).
The letter agreement provides for an annual compensation package consisting of a
base salary of $850,000, a target annual bonus award of 125% of base salary, and
eligibility for annual equity compensation awards. Pursuant to the letter
agreement, Mr. Myers' 2020 annual equity award grants will consist of (i) a
restricted share unit award with a grant date value of $1,720,000, which will
vest on the third anniversary of the grant date, subject to Mr. Myers' continued
employment through such date, and (ii) a performance-based restricted share unit
award with a grant date value (at target) of $2,580,000, which will be subject
to performance goals applicable to Arconic Corporation, as well as Mr. Myers'
continued employment through the third anniversary of the grant date. The letter
agreement also provides for relocation benefits in connection with Mr. Myers'
required relocation to the Pittsburgh, Pennsylvania metropolitan area no later
than September 30, 2020.
Pursuant to the letter agreement, Mr. Myers will be designated as a Tier I
participant in the severance plans of Arconic Corporation.
Concurrently with signing the employment letter agreement, Mr. Myers agreed to
execute a confidentiality, developments, non-competition and non-solicitation
agreement with the Company, which includes, among other things, a perpetual
confidentiality covenant and one-year post-termination non-competition and
employee and customer non-solicitation covenants.
The employment letter agreement and confidentiality, developments,
non-competition and non-solicitation agreement with Mr. Myers will be assigned
to Arconic Corporation effective upon the Separation.
The foregoing description of the employment letter agreement does not purport to
be complete and is qualified in its entirety by reference to the full text of
the agreement filed herewith as Exhibit 10.1.
Since October 2017, Mr. Myers, 54, has served as Executive Vice President and
Group President, Global Rolled Products, which now includes the Extrusions and
Building and Construction Systems businesses. From May 2016 to June 2019, he was
also Executive Vice President and Group President of the Company's
Transportation and Construction Solutions segment, which then comprised Arconic
Wheel and Transportation Products and Building and Construction Systems and
which segment was eliminated in the third quarter of 2019, with the Building and
Construction Systems business then moved to the Global Rolled Products segment.
Prior to that assignment, he was President of Alcoa Wheel and Transportation
Products, from June 2009 to May 2016. Mr. Myers was Vice President and General
Manager, Commercial Vehicle Wheels for the Alcoa Wheel Products business from
January 2006 to June 2009. Mr. Myers joined Arconic in 1991 as an automotive
applications engineer in the Commercial Rolled Products Division, and held a
series of engineering, marketing, sales and management positions with the
Company since that time.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Employment Letter Agreement between Arconic Inc. and Timothy D.
Myers, dated as of January 13, 2020.
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