Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
As previously disclosed, on
On
Named Executive Officer Total Target Grant Date Value
William C. Stone $15,000,000 Chief Executive OfficerRahul Kanwar $12,000,000 Chief Operating OfficerPatrick J. Pedonti $5,000,000 Chief Financial OfficerJason White $4,500,000 Chief Legal Officer
The portion of the 2023 LTI Awards granted in the form of PSUs may be earned between 0% and 200% of the target number of Shares based on achievement of a three-year adjusted diluted earnings per share growth rate performance goal. The ultimate payout of the PSUs is also subject to a relative total shareholder return ("TSR") performance modifier, with the ultimate payout level adjusted upwards or downwards 20% (subject to the maximum 200% payout); however, no upward modifier will be applied if the Company's absolute TSR is negative for the three-year performance period. Any PSUs that are earned based on achievement of the above-described performance goals will cliff-vest on the date of the Committee's final determination of the satisfaction of such performance goals following the end of the three-year performance period, subject to the NEO's continued employment through such date.
The portion of the 2023 LTI Awards granted in the form of RSUs will vest in equal annual installments over a three-year period, subject to the NEO's continued employment through such date. The portion of the 2023 LTI Awards granted in the form of stock options will vest 25% on the first anniversary of the grant date, and 1/36 of the remaining number monthly until the fourth anniversary of the grant date, subject to the NEO's continued employment through such date.
In the event of a termination of employment by the Company without cause or by the NEO for good reason, in each case within 24 months following a change in control (as such terms are defined in the applicable award agreement), any unvested portion of the award will vest in full (with the performance goal applicable to the PSUs deemed satisfied based on the greater of target and actual performance through the date of the change in control).
For additional details regarding the redesign of our executive compensation
program, please see the Current Report on Form 8-K filed by the Company with the
The foregoing description of the PSUs, RSUs and stock options granted to our
NEOs in respect of 2023 is qualified in its entirety by reference to the full
text of the applicable form of PSU, RSU or stock option award agreement, copies
of which will be filed as exhibits to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ending
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