Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 13, 2020, TPI Composites, Inc. (the Company) appointed Adan Gossar as
Chief Accounting Officer, reporting to the Chief Financial Officer.
Mr. Gossar, age 47, most recently served as Chief Accounting Officer of Reef
Technology, an operator of parking garages, logistic hubs and neighborhood
kitchens throughout the United States, from April 2019 to July 2020. From March
2018 to March 2019, Mr. Gossar served as Corporate Controller for Veritiv
Corporation (NYSE: VRTV), a distributor of packaging, facility solutions, print
and publishing products, logistics and supply chain management solutions. From
August 2013 to February 2018, Mr. Gossar served as Vice President, Corporate
Controller and Treasurer for Allconnect, Inc., a digital marketing analytics
company serving the utility, telco, security and cable industries. Mr. Gossar
also served as an internal auditor and in other finance roles at
PricewaterhouseCoopers and is a certified public accountant. Mr. Gossar holds a
Bachelor of Business Administration degree in accounting from the University of
Nairobi and a Master of Business Administration degree from Georgia College &
State University.
Mr. Gossar will be entitled to an annual base salary of $325,000 (subject to
periodic increases at the Company's discretion) and the opportunity to
participate in the Company's annual cash incentive bonus program, with a target
bonus percentage of 60% of his annual base salary (prorated for days of service
in his year of hire). Upon approval of the Board of Directors of the Company,
Mr. Gossar will be granted a stock option award of 80,000 shares of the
Company's common stock, which will vest over four years (25% on the first
anniversary date of the grant date and 6.25% each quarter thereafter), subject
to Mr. Gossar's continued employment. Mr. Gossar will receive a $50,000 sign on
bonus, payable sixty days after his effective date of employment and will be
reimbursed for certain relocation and temporary living expenses. Mr. Gossar will
be eligible to participate in the Company's standard employee benefit programs
and will be entitled to benefits consistent with those provided to other senior
executives of the Company and any other benefits that the Company may, in its
sole discretion, elect to grant to him from time to time.
In the event of a termination of employment by the Company "without cause" or
for "good reason" by Mr. Gossar (each as defined in Mr. Gossar's employment
agreement) and not involving a change of control of the Company, subject to the
delivery of a fully effective release of claims and continued compliance with
applicable restrictive covenants, Mr. Gossar will receive cash severance equal
to six months' salary continuation, and up to six monthly cash payments equal to
the Company's monthly contribution for Mr. Gossar's health insurance.
In the event Mr. Gossar is terminated by the Company "without cause" or "for
good reason" by Mr. Gossar, within 12 months following a change in control of
the Company, subject to the delivery of a fully effective release of claims and
continued compliance with applicable restrictive covenants, Mr. Gossar will not
be entitled to the severance benefits described above, but will instead be
entitled to the following: (i) a lump sum cash severance payment equal to 100%
of his base salary and 100% of his annual target bonus, (ii) up to 12 monthly
cash payments equal to the Company's monthly contribution for Mr. Gossar's
health insurance, (iii) for all outstanding and unvested equity awards of the
Company subject to time-based vesting held by Mr. Gossar, full accelerated
vesting of such awards, with a post-termination exercise period, if applicable,
of one year.
There are no arrangements or understandings between Mr. Gossar and any other
persons pursuant to which he was appointed as Chief Accounting Officer and no
family relationships among any of the Company's directors or executive officers
and Mr. Gossar. Mr. Gossar has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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