Item 5.02. Appointment of Certain Officers; Election of Directors; Departure of
Directors or Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Sergio Pedreiro as Chief Operating Officer. On December 16, 2019,
the Board of Directors of Revlon Consumer Products Corporation ("RCPC"), and on
January 2, 2020 the Board of Directors of Revlon, Inc. ("Revlon" and together
with RCPC and its subsidiaries, the "Company"), elected Sergio Pedreiro as
Revlon's and RCPC's Chief Operating Officer, effective January 8, 2020 (the
"Effective Date"), which appointment the Company publicly announced on January
6, 2020.
Prior to his appointment as the Company's Chief Operating Officer, Sergio
Pedreiro served since 2015 as Chief Executive Officer of Estre Ambiental S.A., a
NASDQ-listed waste management company based in Brazil, which he joined as a
director in 2011. Now with more than 20 years of comprehensive global financial
experience, Mr. Pedreiro served as an associate partner on the private equity
team at BTG Pactual from April 2014 to January 2018. From February 2009 to March
2014, Mr. Pedreiro served as Chief Financial Officer and as a member of the
Executive Committee of Coty Inc., overseeing strategic leadership for corporate
finance, planning and budgeting, treasury, tax and fiscal management and
information technologies. Prior to that position, Mr. Pedreiro served from 2002
to 2008 as Chief Financial Officer and Investor Relations Officer at ALL-América
Latina Logística S.A., a publicly-traded logistics company in Brazil. Prior to
that, Mr. Pedreiro was an Investment Officer with GP Investment, a private
equity firm in Brazil. Mr. Pedreiro began his career as a business consultant at
McKinsey & Company in Brazil and was also previously an intern at Goldman Sachs
in New York. From 2016 to 2017, Mr. Pedreiro served on the board of directors of
Advanced Disposal Inc., a NYSE-listed waste management company. Mr. Pedreiro
received a Bachelor's Degree with honors in Aeronautical Engineering from
ITA--Instituto Tecnológico de Aeronáutica in 1988 and in 1996 received a Master
of Business Administration degree from the Stanford University Graduate School
of Business.
To reflect his roles and responsibilities, on December 16, 2019 RCPC entered
into an employment agreement with Mr. Pedreiro (the "Employment Agreement"),
with the term commencing as of the Effective Date and continuing on an at-will
basis until terminated by either party, subject to the terms and conditions of
the Employment Agreement. Revlon executed such agreement effective as of January
2, 2020. Mr. Pedreiro's Employment Agreement provides that he will serve as the
Company's Chief Operating Officer at an annual base salary of not less than
$820,000, with a target annual bonus opportunity of 100% of his base salary (the
"Target Bonus"), with the possibility of exceeding such amount based upon the
Company's and/or his over-achievement of the applicable performance objectives.
Pursuant to his Employment Agreement, Mr. Pedreiro's annual bonus for 2020
will not be less than $820,000 and he will receive a $780,000 sign-on bonus to
be paid 50% on the first payroll date following the Effective Date and 50% on
the first payroll date after May 4, 2020, subject to his continued employment on
each such payment date; provided, however, if within 24 months of the Effective
Date, his employment terminates other than by the Company without cause, Mr.
Pedreiro will be required to repay the full amount of the sign-on bonus paid to
him, on a net after-tax basis, by no later than 10 days following any such
termination date. Commencing in 2020, Mr. Pedreiro will participate in the
Company's long-term incentive program ("LTIP"), with his 2020 LTIP having a
target value of $2,200,000. Mr. Pedreiro is also eligible to participate in
other benefit and perquisites plans generally made available to the Company's
other senior executives at his level.
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While the term of his Employment Agreement is indefinite, it may be terminated
by the Company sooner pursuant to certain termination provisions. If the Company
terminates Mr. Pedreiro's employment for any reason other than for "cause," he
would be eligible to receive the greater of (a) the benefits provided under the
Company's Executive Severance Pay Plan; and (b) payment of base salary and
continuation of medical benefits at the active employee rate for 12
months; prior year bonus, based upon achievement of the applicable objectives
(if not already paid); annual bonus for the year of termination, based upon
achievement of the applicable objectives and pro-rated for the number of days
employed during that year; and payment of the next-vesting tranche of the 2020
LTIP, with any performance-based portion of such LTIP being based upon
achievement of the applicable objectives. The Executive Severance Pay Plan
currently provides for base salary continuation for 12 months, plus an
additional 2 weeks of base salary for each full year of service with the
Company, up to a total of 18 months.
Upon a change of control, the term of his Employment Agreement would be extended
for 24 months from the effective date of such change of control and if, within
such period, Mr. Pedreiro terminated his employment for "COC good reason" or if
the Company terminated his employment other than for "cause," he would receive:
(i) 2 times the sum of (a) his base salary and (b) his average gross bonus
earned over the previous 5 years; (ii) 12 months' continuation of fringe
benefits; and (iii) all of his unvested LTIP awards would immediately vest.
Mr. Pedreiro does not have any family relationships with any of the Company's
directors or executive officers and is not a party to any transactions listed in
Item 404(a) of Regulation S-K.
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