Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e)
Awards of Stock Units under 2020 Incentive Plan
On March 9, 2022, Stewart Information Services Corporation (the "Company")
granted stock units (the "Stock Units") to its named executed officers under the
Stewart Information Services Corporation 2020 Incentive Plan (the "Plan")
pursuant to Stock Unit Award Agreements (the "Award Agreements"). Pursuant to
each Award Agreement, the executives will receive Stock Units, each of which
represent a contractual right to potentially receive a share of the Company's
common stock (a "Common Share"), provided all of the conditions for settlement
of the Stock Units have been satisfied. The Stock Unit awards to the named
executive officers were as follows:
Name Number of Units
Frederick H. Eppinger 13,318
David C. Hisey 12,1231
John L. Killea 6,3152
Steven M. Lessack 4,187
Tara S. Smith 2,235
1 Includes 5,745 Stock Units that will vest and the forfeiture restrictions will
lapse on March 9, 2024
2 Includes 3,105 Stock Units that will vest and the forfeiture restrictions will
lapse on March 9, 2024
Award recipients have all the rights of a shareholder in the Company, including
the right to receive dividends, if declared, which will be delivered upon
vesting. The Stock Units are subject to restrictions and forfeitures, as
contained in the Award Agreements. The Stock Units will vest, and the forfeiture
restrictions will lapse in substantially equal one-third increments on each of
March 9, 2023, March 9, 2024, and March 9, 2025 (except as noted with respect to
5,745 Stock Units granted to Mr. Hisey and 3,105 Stock Units granted to Mr.
Killea). Any Stock Units that are not vested as of the date of the executive's
termination of employment are automatically forfeited. In the event of a
termination of the executive's employment by the Company without Cause (as
defined in the Award Agreement), by the executive for Good Reason (as defined in
the Award Agreement), due to Retirement (as defined in the Award Agreement), or
due to death or disability, any Stock Units held shall be subject to special pro
rata vesting based on semi-annual increments, provided that the executive has
been continuously employed by the Company for at least 25% of the period covered
by the vesting schedule. In the event of a termination of the executive's
employment due to Voluntary Retirement (as defined in the Award Agreement), any
Stock Units held shall immediately vest.
Awards of Restricted Stock Units under 2020 Incentive Plan
On March 9, 2022, the Company granted restricted stock units (the "RSUs") to its
named executed officers under the Plan pursuant to Restricted Stock Unit
Agreements (the "RSU Agreements"). Pursuant to each RSU Agreement, the
executives will receive RSUs, each of which represent a contractual right to
potentially receive a Common Share provided the performance-based restrictions
and time-based restrictions of the RSUs have been satisfied. The RSUs awards to
the named executive officers were as follows:
Name Number of Units
Frederick H. Eppinger 19,977
David C. Hisey 9,568
John L. Killea 4,815
Steven M. Lessack 6,281
Tara S. Smith 3,353
The performance restriction shall be satisfied based on the Company achieving
7.75% or greater Pre-Tax ?Margin (as defined in the RSU Agreements) in at least
three calendar quarters of any of the seven ?calendar quarters starting April 1,
2022 and ending December 31, 2023 (the "measurement period"). If the Company
does not satisfy the performance requirements, the RSUs will be forfeited
effective as of the last day of the measurement period. The time-based
restrictions will be satisfied if the executive remains continuously employed by
the Company until March 9, 2025. Any RSUs that are not vested as of the date of
the executive's termination of employment are automatically forfeited. In the
event of a termination of the executive's employment by the Company without
Cause (as defined in the RSU Agreement), by the executive for Good Reason (as
defined in the RSU Agreement), due to retirement (as specified in the RSU
Agreement), or due to death or disability, the RSUs shall be subject to special
pro-rata vesting based on semi-annual time increments with the time worked
during the applicable incentive period rounded up to the nearest semi-annual
time increment.
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