Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
In addition, on
Named Executive Officer Target Number of PSUs Andrew Rubenstein 90,396 Chief Executive Officer and President Derek Harmer 20,410 Chief Counsel and Chief Compliance Officer Mathew Ellis 19,774 Chief Financial Officer The PSUs granted onMarch 15, 2023 will be eligible to vest as set forth in the table below based on the average of the Company's achievement against target annual Adjusted EBITDA ("AEBITDA") performance goals that will be established by the Board or the Committee for each of the years 2023, 2024, and 2025 (the "Performance Period"), with each year weighted equally in determining such average. The ultimate number of PSUs that may vest range from zero to 200% of the target number of PSUs. Threshold Performance Target Performance Maximum Performance Average Performance 85% of target 100% of target 115% of target AEBITDA AEBITDA AEBITDA Number of PSUs that vest 50% of the target 100% of the target 200% of the target number of PSUs number of PSUs number of PSUs granted granted granted
The Committee is expected to establish the target annual AEBIDTA for the year 2023 in the near future.
The awards of PSUs are subject to the terms and conditions of the LTIP and the
PSU Agreement, the form of which is attached as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference. The description of
the PSU Agreement contained herein is qualified in its entirety by reference to
such exhibit. The Company will provide additional information regarding the
compensation of its named executive officers in the Company's proxy statement
for the Company's Annual Meeting of Stockholders, which the Company expects to
file in
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 10.23 Form of Performance-Based Restrictive Stock Unit Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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