Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
American Equity Investment Life Holding Company ("AEL") continues to successfully execute its AEL 2.0 strategy, its goal to deliver significant value to all shareholders and vigilantly drive alignment between shareholder interests and those of its insurance affiliates' policyholders. The AEL Board of Directors (the "Board") believes that under the leadership of Mr.Anant Bhalla , Chief Executive Officer and President, all shareholders have significant potential for additional value creation through both the execution of AEL 2.0 and with the strategic optionality retained by the Company.
The Board has reaffirmed its belief in the company's strategy and the importance
of Chief Executive Officer
To achieve this goal, onNovember 29, 2022 (the "Grant Date"), the Board approved a strategic incentive award.Mr. Bhalla has opportunity to earn the value of up to 1,200,000 shares of AEL common stock upon attainment of specified significant sustained increases in AEL's common stock price (each, a "Share Value Objective") on or beforeDecember 31, 2027 (the "End Date").
Additional Stay Requirement (from Grant
Share Value Objective (1) Total Shares Payable (2) Date) (2)$45.00 333,333 24 months$50.00 333,333 18 months$55.00 333,333 12 months$60.00 200,000 -
(1) Share Value based on AEL's 30-trading-day volume-weighted average common stock price.
(2) One-half of each set of shares payable (less the amount of tax withholding) will be issuable as shares of AEL common stock, subject to the additional stay requirement. AEL will pay the remaining value in cash, less tax withholding, using the Share Value Objective price per share.Mr. Bhalla must remain with AEL through the date the Company achieves the Share Value Objective to receive any compensation (and satisfy the additional stay requirement noted in order to earn shares), subject to the circumstances described below.
In case of long-term disability, involuntarily termination without "cause," departure for "good reason," or death, should the Company achieve any additional Share Value Objectives within one year following such event (and by the End Date),Mr. Bhalla (or his heir) will earn the number of shares associated with that Share Value Objective. In case of an AEL change in control on or prior to the End Date, continued service requirements would be waived andMr. Bhalla would earn compensation using the change in control per share price against any previously-unmet Share Value Objective. In case of a change-in-control without achieving any Share Value Objective,Mr. Bhalla would earn the number of shares associated with the$45 Share Value Objective. In either case, the Company would reduce the compensation to the extent more net-after-tax-efficient forMr. Bhalla under the "golden parachute excise tax" provisions of the Internal Revenue Code; no excise tax "gross-up" applies. The award, and any shares and cash delivered, will be subject to the Company's performance compensation clawback policy, including any updates required bySEC or NYSE rules. Forward-Looking Statements The forward-looking statements in this disclosure, including additional, appreciation, belief, future, goal, objective, optionality, potential, should, strategy, will, would, and their derivative forms and similar words, as well as any projections of future results, are based on assumptions and expectations that involve risks and uncertainties, including the "Risk Factors" the company describes in itsU.S. Securities and Exchange Commission filings. The Company's future results could differ, and it has no obligation to correct or update any of these statements.
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