Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 23, 2020, AeroVironment, Inc. (the "Company") announced that its
Board of Directors has appointed Kevin McDonnell as its Senior Vice President,
Chief Financial Officer and Chief Accounting Officer, effective February 10,
2020. Mr. McDonnell replaces Brian Shackley, who has served as the Company's
interim Chief Financial Officer since October 2019. Mr. Shackley will remain
with the Company as Vice President and Controller.
Mr. McDonnell, 58, has served as Senior Vice President, Chief Financial Officer
of JAMS, Inc., which provides alternative dispute resolution services, since
September 2014. Prior to joining JAMS, Inc., Mr. McDonnell served in a variety
of finance roles including as the co-founder of DoubleBeam, Inc., a provider of
mobile retail solutions, from 2011 to 2014, the Chief Financial and
Administrative Officer of Orange County Container Group LLC, a manufacturer of
paperboard and paper-based packaging, from 2008 to 2011, the Executive Vice
President, Finance and Administration, and Chief Financial Officer for Leiner
Health Products from 2006 to 2008 and the Senior Vice President, Finance and
Administration, and Chief Financial Officer for Memorex Corporation from 2004 to
2006. Mr. McDonnell holds a B.A. in Business Administration from Loyola
Marymount University and a Juris Doctor from Loyola Law School.
The Company has entered into a written offer letter with Mr. McDonnell,
outlining the terms of his employment as the Company's Senior Vice President,
Chief Financial Officer and Chief Accounting Officer. Pursuant to the terms of
the offer letter, Mr. McDonnell will receive an annual base salary of $400,000.
He will also participate in the Company's fiscal year 2020 bonus plan with a
bonus target of $250,000, which amount will be prorated based on his start date
and be subject to a minimum payout of $75,000.
Additionally, Mr. McDonnell will be granted $250,000 of restricted stock
pursuant to the terms of the Company's Amended and Restated 2006 Equity
Incentive Plan. Subject to Mr. McDonnell's continued service to the Company, the
restricted stock will vest in five equal installments over a five-year period
with the first vesting occurring approximately one year from the grant date. Mr.
McDonnell will also be granted equity awards pursuant to the Company's fiscal
year 2021 long term incentive program, consisting of $260,000 of performance
restricted stock units which will vest based on the Company's achievement of
specified financial metrics over the cumulative three-fiscal year 2021-2013
performance period and $140,000 of restricted stock awards, which will vest over
time in equal amounts over a three-year period beginning approximately one year
after the date of grant. It is expected that Mr. McDonnell's equity awards under
the fiscal year 2021 long term incentive program will be issued at the time
awards under the program are made to the Company's other executive officers.
He will also be eligible for benefits under the Company's Executive Severance
Plan, which is described on page 58 of the Company's most recent Notice of 2019
Annual Meeting of Stockholders and Proxy Statement filed with the Securities and
Exchange Commission on August 15, 2019, and other benefits generally available
to the Company's executive officers.
There are no arrangements or understandings between Mr. McDonnell and any other
persons pursuant to which he was selected to be an officer of the Company. There
are also no family relationships between Mr. McDonnell and any director or
executive officer of the Company and, other than the offer letter and
information described above, he has no direct or indirect material interest in
any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
Item 7.01. Regulation FD Disclosure.
On January 23, 2020, the Company issued a press release announcing Mr.
McDonnell's appointment as the Senior Vice President, Chief Financial Officer
and Chief Accounting Officer. A copy of the Company's press release is
furnished with this Form 8-K and attached hereto as Exhibit 99.1.
The information in this Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of such section. Such information shall
not be incorporated by reference into any registration statement or other
document pursuant to the Securities Act of 1933, as amended, except as expressly
set forth by specific reference in such filing.
2
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit
Number Description
99.1 Press release issued by AeroVironment, Inc., dated January 23, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
3© Edgar Online, source Glimpses
AEROVIRONMENT, INC. 
