Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
2021 Short-Term Incentive Program
On
2021 Cash Incentive Target Executive Officer Title (% of eligible earnings) D. Bradley Childers President and Chief Executive Officer 120 Douglas S. Aron Senior Vice President and Chief 80 Financial Officer Stephanie C. Hildebrandt Senior Vice President, General Counsel 75 and Secretary Jason G. Ingersoll Senior Vice President, Sales and 70 Operations Support Eric W. Thode Senior Vice President, Operations 70
Each Named Executive Officer's potential cash incentive payout ranges from 0% to 200% of his or her respective target, as may be adjusted by the Committee in its discretion.
Actual payouts under the 2021 Incentive Program will be based on the Committee's assessment of our performance for 2021 relative to the following performance indicators, as well as such other factors or criteria that the Committee in its discretion deems appropriate:
· Adjusted EBITDA - a non-GAAP measure, defined as net income (loss) excluding loss from discontinued operations, net of tax, income taxes, interest expense, depreciation and amortization, long-lived asset impairment, restatement and other charges, restructuring and other charges, corporate office relocation costs, debt extinguishment loss, merger-related costs, indemnification (income) expense, net, non-cash stock-based compensation expense and other items; · Safety - to be assessed by specific corporate and group metrics, including the total incident rate for recordable injuries; · Technology - a special multi-year initiative to improve operating efficiencies; and · Operating team performance - to be assessed by metrics established for and applicable to our operations, operations support and sales teams.
The Committee intends to award performance-based short-term incentive compensation under the 2021 Incentive Program based on its assessment of: (i) for each Named Executive Officer, the factors listed above, provided, however, that operating team performance is applicable to Messrs. Ingersoll and Thode only, (ii) each Named Executive Officer's individual contribution toward our company and/or operating unit performance, including his or her demonstrated leadership and implementation of our business strategy, (iii) the recommendations of our Chief Executive Officer (other than with respect to himself), and (iv) any other factors or criteria that the Committee may choose to consider, in its discretion. The Committee has reserved the right to modify the target levels of one or more of the performance indicators, in its discretion based on internal and external developments during the course of 2021.
2
Adjustments to Base Salaries for 2021
Pursuant to a compensation letter executed among each executive and the Company
on
The Committee expects to restore base salaries to pre-reduction levels during
2021 and to increase
3
© Edgar Online, source