Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Executive Vice President and Chief Financial Officer
(b) & (c) On April 27, 2022, the Company issued a press release announcing
that on May 16, 2022, John C. Griffith, 55, will join the Company as its
Executive Vice President and Chief Financial Officer, and its principal
financial officer. As of May 16, 2022, M. Susan Hardwick's officer title will
change from President, Chief Executive Officer and Chief Financial Officer, to
President and Chief Executive Officer, and she will remain the Company's
principal executive officer.
Since 2014, Mr. Griffith has served as the Managing Director, Mergers and
Acquisitions for Bank of America Securities' Global Regulated Utilities and
Renewable Energy Practice. There, Mr. Griffith has served as lead investment
banker on numerous major U.S. and international utility transactions. Prior to
joining Bank of America Securities, from 2008 to 2014, Mr. Griffith served as
the Chief Executive Officer of HighWave Energy, a renewable fuels start-up
company, and from 1995 to 2008, he served in various capacities of increasing
responsibility with Merrill Lynch & Co. Mr. Griffith received a Bachelor of Arts
degree in Economics from Davidson College and a Master's in Business
Administration, with honors, from the Columbia University Graduate School of
Business.
Upon joining the Company, Mr. Griffith will be entitled to an annual base salary
of $725,000 and will receive a prorated Annual Performance Plan award
opportunity for 2022 equal to 100% of his annual base salary (at target). He
will also receive 2022 Long-Term Performance Plan awards (which will not be
prorated) based on an aggregate target award opportunity of 250% of his annual
base salary, and which will include the Company's standard post-retirement
vesting provision applicable to the position of the chief executive officer,
chief financial officer and chief operating officer. Mr. Griffith will be
eligible to participate in the Company's Executive Severance Policy, its Change
of Control Severance Policy, and its employee nonqualified deferred compensation
plan, as well as other benefit plans and arrangements generally available to
other executives of the Company. In addition, Mr. Griffith will receive a
lump-sum cash payment of $120,000 in lieu of specific benefits under the
Company's relocation policy, and a cash sign-on bonus of $950,000, in each case
less applicable withholdings.
Other than as described above, there are no arrangements or understandings
between Mr. Griffith and any other person pursuant to which he was selected as
an executive officer of the Company. Mr. Griffith does not have any family
relationship with any director or other executive officer of the Company or any
person nominated or chosen by the Company to become a director or executive
officer, and does not have any direct or indirect material interest in any
transaction in which the Company is or is to be a participant and which would
require reporting under Item 404(a) of Regulation S-K.
A copy of the press release issued by the Company on April 27, 2022 related to
the foregoing has been included as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
(d) Exhibits.
The following exhibits to this Current Report have been provided herewith (as
noted below):
Exhibit No. Description
99.1* Press Release, dated April 27, 2022, issued by the Company .
Cover Page Interactive Data File (the cover page XBRL tags are included and
104 formatted as Inline XBRL).
* Filed herewith.
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