Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 1, 2022, the Board of Directors of the Company (the "Board"), upon
recommendation of its Compensation, Nominating and Corporate Governance
Committee (the "Committee"), appointed Pedro Azagra Blázquez as Chief Executive
Officer of the Company, effective the date Mr. Arriola ends his service as Chief
Executive Officer of the Company. Mr. Azagra Blázquez will continue to serve as
a member of the Board and the Executive and Special Committees of the Board.
Mr. Azagra Blázquez, age 53, currently serves as the Chief Development Officer
of Iberdrola, S.A. ("Iberdrola"), a leading energy company and the Company's
controlling shareholder, a position he has held since 2008. Mr. Azagra Blázquez
previously served as Iberdrola's Director of Strategy. He has also served as
Professor of Corporate Finance and Mergers and Acquisitions at Universidad
Pontificia de Comillas, in Madrid, Spain, since 1998. Mr. Azagra Blázquez
formerly served on the board of directors of Siemens Gamesa Renewable Energy,
S.A. He earned a business degree and a law degree from Universidad Pontificia de
Comillas and an M.B.A. from the University of Chicago. Mr. Azagra Blázquez has
served as a member of the Company's Board since 2019 and previously served as a
member of the Board from 2014 until 2018. In addition, Mr. Azagra Blázquez
serves as a member of the board of directors of Neoenergia, S.A., a member of
the Iberdrola group of companies listed on the São Paulo Stock Exchange.
As previously disclosed, the Company and Iberdrola are parties to a shareholders
agreement, dated December 16, 2015, entered into in connection with the
completion of the acquisition by the Company of UIL Holdings Corporation
pursuant to a merger agreement (the "Shareholders Agreement"). The Shareholders
Agreement sets forth certain governance arrangements and contains various
provisions relating to, among other things, representation on the Board,
minority protections that limit the disposal or transfer of shares of the
Company by Iberdrola, registration rights, preemptive rights and protections for
the Company relating to affiliate transactions, competitive business
opportunities, and certain information and access rights. In addition, the
Company has entered into certain transactions with Iberdrola, as disclosed in
the Company's definitive proxy statement filed with the Securities and Exchange
Commission on April 16, 2021, and the current report on Form 8-K filed with the
Securities and Exchange Commission on May 12, 2021.
On June 6, 2022, Avangrid Management Company, LLC ("AMC"), a wholly-owned
subsidiary of the Corporation, entered into an employment agreement (the
"Employment Agreement") with Mr. Azagra Blázquez in connection with his
appointment as Chief Executive Officer. Pursuant to the terms of the Employment
Agreement, Mr. Azagra Blázquez will receive an annual base salary of
$1,150,000.00, subject to annual review. Mr. Azagra Blázquez will be eligible to
participate in the Corporation's Executive Variable Pay ("EVP") Plan with an
annual incentive target equal to 100% of his annual base salary and a maximum
incentive opportunity of 200% of his annual base salary. Mr. Azagra Blázquez
will be eligible to participate in the Corporation's 2020 - 2022 Long-Term
Incentive Plan and will receive a grant of 48,610 performance share units with
respect to the 2020 - 2022 performance period. Mr. Azagra Blázquez will receive
a one-time grant of 25,000 time-based restricted stock units with 12,500
restricted stock units vesting in January 2023 and 12,500 restricted stock units
vesting in January 2024, subject to Mr. Azagra Blázquez's continued employment
with the Corporation. In addition, Mr. Azagra Blázquez will receive a special
one-time transition and employment inducement award of $100,000. He will also be
eligible to participate in the Corporation's other employee benefit and welfare
plans and arrangements on the same terms as the Corporation's other executive
officers.
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In the event Mr. Azagra Blázquez's employment is terminated by the Corporation
without Cause or by Mr. Azagra Blázquez for Good Reason (as such terms are
defined in the Employment Agreement), Mr. Azagra Blázquez would receive a
severance payment equal to two times his annual salary and target EVP Plan award
and accelerated vesting of certain equity awards.
The agreement also includes customary confidentiality, non-competition, and
non-solicitation provisions.
The foregoing description is only a summary of the material provisions of the
Employment Agreement and is qualified in its entirety by reference to the full
text of such agreement, copy of which will be filed by the Corporation as an
exhibit to its quarterly report on Form 10-Q for the quarterly period ending
June 30, 2022.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
99.1 Press Release dated March 3, 2022 (Incorporated by reference to
Exhibit 99.1 to the Avangrid, Inc. Current Report on Form 8-K as filed
with the SEC on March 3, 2022)
104 Cover page Interactive Data File (embedded within the Inline XBRL
document)
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