Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Equity Awards to Executive Officers

On January 3, 2022, the Compensation Committee of the Company's Board of Directors awarded RSUs to the Company's executive officers and other key employees in accordance with the Company's Long-Term Incentive (LTI) program. The performance metrics and weighting percentages for the awards under the LTI were revised for 2022. For the annual Short-Term Incentive (STI), the metrics (and corresponding weight) for Helios corporate employees are: Helios Revenue (30%); Helios Adjusted Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) (40%); Helios Adjusted Free Cash Flow (20%) and Personal Goal (10%). For subsidiary executives the metrics are: Segment Revenue (20%); Segment Adjusted EBITDA (40%); Segment Adjusted Free Cash Flow (30%); and Personal Goal (10%). Each executive will have a target bonus opportunity that will be set individually as a percentage of the executive's base salary. For the Long-Term Incentive (LTI), the metrics (and corresponding weight) for Helios executives are: Helios Adjusted EBITDA Margin (50%) and Helios Adjusted Earnings Per Share (50%). The LTI metrics for subsidiary executives are: Segment Adjusted EBITDA Margin (50%) and Segment Adjusted Earnings Per Share (50%). For 2022, provided that the minimum threshold performance is met with respect to each performance metric, payout for that performance metric may be up to 200% of the (i) target bonus allocated to that metric for STI, and (ii) number of performance based RSUs allocated to that metric for LTI. RSUs were issued to the executive officers listed below:





    Officer                    Title                Number of RSUs   Number of RSUs
                                                     (Time Based)  (Performance Based)
Josef Matosevic  President, Chief Executive Officer     16,157           16,158
Tricia L. Fulton Chief Financial Officer                3,503             3,503
Jason Morgan     President - CVT                        1,460             1,460
Matteo Arduini   President - QRC                        1,303             1,303

Departure and Appointment of Certain Officers

On January 3, 2022, Melanie Nealis, the Company's Chief Legal & Compliance Officer & Secretary informed the Company of her intent to resign, effective March 1, 2022, to pursue another opportunity. The Company has further announced that Marc Greenberg, presently the Company's Associate General Counsel, will be promoted with immediate effect to the position of General Counsel and Secretary. In connection with her resignation and in order to effectuate a smooth transition of Ms. Nealis's duties, the Company and Ms. Nealis anticipate entering into an agreement under which Ms. Nealis will agree to provide certain consulting and transition services to the Company during a transition period. The Company also agreed to accelerate the timing of the payment of Ms. Nealis's 2021 earned bonus in exchange for a customary release.

Item 9.01 Financial Statements and Exhibits.



(d)
Exhibits

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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