Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 14, 2020, Nielsen Holdings plc (the "Company") announced
that Mr. David Rawlinson was appointed Chief Executive Officer, Nielsen Connect,
effective February 3, 2020. Mr. Rawlinson has served on the Board of Directors
of the Company (the "Board") and Audit Committee of the Board since February
2017. In connection with Mr. Rawlinson's appointment, he has resigned from the
Audit Committee of the Board.
Mr. Rawlinson, age 43, is currently the Senior Vice President and President of
the Global Online Business at W.W. Grainger, Inc. ("Grainger"), a position he
has held since November 2015. Mr. Rawlinson joined Grainger in July of 2012 and
previously served as the Vice President of Operations for the Global Online
Business, and prior to that, Vice President, Deputy General Counsel and
Corporate Secretary of Grainger. Mr. Rawlinson also serves on the Board of
Directors of MonotaRO Co., Ltd, a position he has held since March 2015. Prior
to Grainger, Mr. Rawlinson worked for ITT Corp. (later "ITT Exelis" as the
result of a spin-off), from November 2009 until July 2012, most recently as Vice
President, General Counsel and Director of Corporate Responsibility of the
Electronic Systems division. Prior to ITT Exelis, Mr. Rawlinson served as a
White House Fellow and in appointed positions for the George W. Bush and Obama
Administrations. In the Bush Administration, Mr. Rawlinson was a leader of the
outgoing transition. In the Obama Administration, he served as Senior Advisor
for Economic Policy at the White House National Economic Council.
Pursuant to the terms of an offer letter dated December 29, 2020 (the "Rawlinson
Offer Letter"), Mr. Rawlinson's annual base salary will be $900,000 and will
increase to $1,000,000 effective January 1, 2021 or upon the separation or other
similar disposition of the Connect business from the Company, whichever is
sooner. His incentive opportunity under the Company's Annual Incentive Plan is
set at $1,250,000 and will increase to $1,500,000 effective January 1, 2021 or
upon separation or other similar disposition of the Connect Business from the
Company, whichever is sooner.
The Rawlinson Offer Letter also provides that Mr. Rawlinson will be eligible to
receive grants of long-term incentive awards, subject to Compensation Committee
approval, consisting of (i) a grant in February 2020 of performance-based
restricted stock units ("PRSUs") under the Company's Long-Term Performance Plan
("LTPP") having a fair market value of $3.6 million, which are expected to vest
at the end of a three-year performance period commencing January 1, 2020
depending upon the achievement of certain performance goals and (ii) a grant in
February 2020 of restricted stock units ("RSUs") having a fair market value of
$2.4 million, which will vest in four equal annual installments commencing on
the first anniversary of the grant date, subject, in each case, to
Mr. Rawlinson's active employment through the applicable vesting
dates. Effective January 1, 2021 or upon the separation or other similar
disposition of the Connect business from the Company, whichever is sooner, the
grant value of the annual PRSU award for which Mr. Rawlinson is eligible will
increase to $4.2 million and the grant value of the annual RSU award for which
Mr. Rawlinson is eligible will increase to $2.8 million.
Pursuant to the Rawlinson Offer Letter, Mr. Rawlinson is also eligible to
receive (1) one-time make-whole payments with an aggregate value of $595,000 to
compensate him for the loss of his annual incentive award at his former employer
and his award under his former employer's Profit Sharing Plan, subject to
continued employment through the applicable payment date and subject to
repayment if he resigns voluntarily or without good reason or is terminated for
cause within one year of receiving the payment, and (2) a one-time award of
time-based RSUs to compensate Mr. Rawlinson for the loss of his unvested stock
awards at his former employer which will have a grant date fair market value of
$1.67 million and will vest in three installments: 55% on April 30, 2020, 30% on
April 30, 2021 and 15% on April 30, 2022, provided he is an employee of the
Company on the vesting date.
In addition, on January 14, 2020, the Company also announced that Linda
Zukauckas was appointed Chief Financial Officer of the Company, effective
February 3, 2020.
Ms. Zukauckas, age 58, is a member of the Board of Directors of MTS Systems
Corporation where she is on the Audit and the Governance & Nominating
committees. Ms. Zukauckas is currently the Executive Vice President and Deputy
Chief Financial Officer for American Express since February 2018. She had
previously served as EVP/Controller and Chief Accounting Officer of American
Express since November 2011. From 2000 to 2011, Ms. Zukauckas held various
senior finance roles at Ally Financial, including strategy/M&A, divisional CFO,
head of corporate planning, global controller and global auditor. From 1997 to
2000, Ms. Zukauckas held various positions at Deutsche Bank, where she rose to
the position of chief auditor for the Global Investment Bank. She began her
career with PricewaterhouseCoopers LLP in 1984 and held progressive leadership
roles there. Pursuant to the terms of an offer letter dated January 10, 2020
(the "Zukauckas Offer Letter"), Ms. Zukauckas's annual base salary will be
$800,000. Her incentive opportunity under the Company's Annual Incentive Plan is
set at $900,000. The Zukauckas Offer Letter also provides that Ms. Zukauckas
will receive grants of long-term incentive awards, subject to Compensation
Committee approval, consisting of (1) a grant as soon as practicable of PRSUs
under the LTPP having a fair market value of $1.65 million, which are expected
to vest at the end of a three-year performance period commencing January 1, 2020
depending upon the achievement of certain performance goals and (2) a grant as
soon as practicable of RSUs having a fair market value of $1,100,000, which will
vest in four equal annual installments commencing on the first anniversary of
the grant date, subject, in each case, to Ms. Zukauckas's active employment
through the applicable vesting dates.
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Pursuant to the Zukauckas Offer Letter, Ms. Zukauckas is also eligible to
receive (1) a one-time make-whole payment with an aggregate value of $1,000,000
to compensate her for the loss of her annual incentive award at her former
employer, which is subject to continued employment through the applicable
payment date and repayment if she resigns voluntarily or without good reason or
is terminated for cause within one year of receiving the payment; (2) a one-time
award of time-based RSUs to compensate her for the loss of her unvested equity
awards at her former employer which will have a grant date fair value of
$3,600,000 and will vest in three installments as follows: 40% on April 30,
2020, 30% on April 30, 2021 and 30% on April 30, 2022, provided that she is
employed by the Company on the vesting date and (3) a one-time new-hire equity
award of 100,000 performance stock options ("PSOs") which will have a seven year
term.
Each of the the PSRUs, RSUs and PSOs granted to Mr. Rawlinson and Ms. Zukauckas,
as applicable, will be subject to the terms and conditions of the 2019 Nielsen
Stock Incentive Plan and the applicable award agreements and will have
termination provisions that are generally consistent with the Company's prior
equity grants to executive officers.
Each of Mr. Rawlinson and Ms. Zukauckas will be eligible to participate in the
Company's U.S. Severance Policy for Section 16 Officers and Senior Executives
and will be subject to applicable requirements in accordance with the Company's
share ownership guidelines.
There are no arrangements or understandings between Mr. Rawlinson and any other
persons pursuant to which Mr. Rawlinson was selected as Chief Executive Officer,
Nielsen Connect, or between Ms. Zukauckas and any other persons pursuant to
which Ms. Zukauckas was selected as Chief Financial Officer. Neither
Mr. Rawlinson nor Ms. Zukauckas has any family relationship with any director or
executive officer of the Company and neither Mr. Rawlinson nor Ms. Zukauckas has
any direct or indirect material interests in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
The Company's press release dated January 14, 2020, concerning the appointments
of Mr. Rawlinson and Ms. Zukauckas is filed herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release, dated January 14, 2020, pertaining to the
appointments of Mr. Rawlinson and Ms. Zukauckas
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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