Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Appointment of President and Chief Executive Officer.
On January 27, 2021, the Board of Directors (the "Board") of Verso Corporation
("Verso") appointed Randy J. Nebel, Verso's current interim President and Chief
Executive Officer, as Verso's President and Chief Executive Officer effective
immediately. Mr. Nebel will also continue to serve as a member of the Board.
Biographical information for Mr. Nebel is included in Verso's proxy statement
for its 2020 Annual Meeting of Stockholders filed with the Securities and
Exchange Commission on June 29, 2020. There is no arrangement or understanding
between Mr. Nebel and any other person pursuant to which Mr. Nebel was appointed
as President and Chief Executive Officer, and Mr. Nebel has no family
relationship with any director or executive officer of Verso. Mr. Nebel has no
direct or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Nebel's appointment as President and Chief Executive
Officer, the Compensation Committee of the Board (the "Committee") confirmed
that his annual base salary will remain at $780,000 per year, his target annual
bonus will be 100% of his annual base salary (with his 2021 target annual bonus
to be $780,000 without proration for the portion of the year he served as
interim President and Chief Executive Officer), and the grant date fair value of
Mr. Nebel's 2021 annual long-term equity incentive award will be $2 million. The
Committee provided that Mr. Nebel could elect, and Mr. Nebel has elected, to
receive 50% of any actual bonus for Mr. Nebel for 2021 (after applicable tax
withholding) in fully vested shares of Verso common stock valued at the time of
payment and awarded under Verso's Performance Incentive Plan rather than in
cash. Mr. Nebel's 2021 annual long-term equity incentive awards will be granted
when Verso grants its 2021 annual long-term equity incentive awards to its
executives generally, and the award type(s) and mix, vesting conditions and
other award terms will be the same as Verso's annual long-term equity incentive
awards for its executives generally. The Committee extended the
previously-approved reimbursements for Mr. Nebel's housing and vehicle
accommodations in Ohio, and for travel to and from Ohio, through April 2021. Mr.
Nebel will be eligible for relocation benefits in accordance with Verso's
relocation policy. Mr. Nebel will also be eligible to participate in all other
benefit plans or programs provided to other senior executives of Verso in
accordance with and subject to the terms and conditions of the applicable
program.
On January 27, 2021, the Board also approved, and Verso and Mr. Nebel entered
into, a Severance Agreement (the "Severance Agreement"). The Severance Agreement
provides that if Mr. Nebel's employment by Verso is terminated either by Verso
without "cause" or by Mr. Nebel for "good reason" (as such terms are defined in
the Severance Agreement) (in either case, an "Eligible Termination"), Mr. Nebel
will be entitled to receive (i) a lump sum payment equal to 1.5 times the sum of
his annual base salary and his target annual bonus, to be paid within 60 days
following his separation from service, (ii) a pro-rata bonus for the year of
termination, to be paid at the time Verso pays its annual incentive bonuses
generally for that year, (iii) outplacement services for up to 18 months, and
(iv) reimbursement of COBRA premiums to continue medical and dental insurance
for Mr. Nebel and his eligible dependents for up to 18 months. If, however, the
Eligible Termination occurs in connection with or within 12 months following a
"change in control" (as such term is defined in the Severance Agreement), Mr.
Nebel will be entitled to the severance benefits described above except the
severance multiplier in clause (i) will be "2 times" instead of "1.5 times" and
the COBRA reimbursement period in clause (iv) will be 24 months rather than 18
months. In the event Mr. Nebel's employment with Verso was to terminate in any
of the circumstances described above, the applicable severance benefits
described in this paragraph are conditioned on Mr. Nebel executing and not
revoking a general release of claims in favor of Verso and complying in all
material respects with the terms of any agreement between Mr. Nebel and Verso.
Mr. Nebel also entered into a restrictive covenant agreement with Verso which
includes confidentiality provisions as well as 18-month post-termination
non-compete and no solicitation clauses.
The foregoing summary of the Severance Agreement is qualified in its entirety by
reference to the full text thereof, a copy of which is filed as Exhibit 10.1 to
this Current Report on Form 8-K and incorporated herein by reference.
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Item 7.01 Regulation FD Disclosure.
On January 28, 2021, Verso issued a press release regarding the appointment of
Mr. Nebel as Verso's President and Chief Executive Officer. A copy of the press
release is included as Exhibit 99.1 to this report. The press release, including
the information contained therein, is furnished pursuant to Item 7.01, is not to
be considered "filed" under the Securities Exchange Act of 1934, as amended, and
shall not be incorporated by reference into any of Verso's previous or future
filings under the Securities Act of 1933, as amended.
Item 8.01 Other Events.
On January 27, 2021, the Board appointed Board member Jeffrey Kirt as Vice
Chairman of the Board. Mr. Kirt will not receive any additional compensation for
his service as Vice Chairman.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description of Exhibit
10.1 Severance Agreement, dated January 27, 2021, by and between Verso
Corporation and Randy J. Nebel
99.1 Press Release issued by Verso Corporation on January 28, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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