Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Agreements of Certain
Officers.
On August 24, 2020, Avient Corporation (the "Company") announced that Jamie A.
Beggs has been named as Senior Vice President, Chief Financial Officer of the
Company, effective today. Ms. Beggs will act as the Company's principal
financial officer and principal accounting officer.
Bradley C. Richardson intends to retire from his position as Chief Financial
Officer of the Company, effective August 24, but will stay with the Company for
a period of time to ensure a seamless transition with Ms. Beggs.
Ms. Beggs previously served as Senior Vice President and Chief Financial Officer
of Hunt Consolidated, Inc., one of the largest privately-held companies in the
U.S. and a diversified holding company for a group of businesses in several
industries, including oil and gas exploration and production, refining,
liquefied natural gas, power, real estate, investments, ranching and
infrastructure, from 2017 through 2020. She served as Vice President and
Treasurer at Celanese Corporation, a global technology leader in the production
of specialty materials and chemical products, from 2015 to 2017. Prior to
serving as Vice President and Treasurer at Celanese, Ms. Beggs worked in a
variety of financial and business positions at Celanese from 2007 to 2015 and
with the Public Company Accounting Oversight Board from 2005 to 2007. She
started her career with PriceWaterhouseCoopers LLP in 1999. Ms. Beggs is 44
years old.
Ms. Beggs will be entitled to receive the following compensation in connection
with her service as Senior Vice President, Chief Financial Officer of the
Company:
• an initial base salary of $525,000 per year;
• participation in the Company's Annual Incentive Plan with payment based
on the achievement of performance goals established by the Compensation
Committee of the Board of Directors;
• reimbursement for expenses of up to $10,000 per year for financial
planning and tax preparation; and
• participation in the Company's other standard benefit programs, including
the long-term incentive plan.
Ms. Beggs will also receive a grant of 40,000 restricted stock units ("RSUs").
The terms and conditions of the RSUs shall be (i) in all respects in accordance
with the provisions of the PolyOne Corporation 2020 Equity and Incentive
Compensation Plan, and (ii) in accordance, in all material respects, with the
specific terms and conditions approved by the Compensation Committee of the
Board of Directors for the grants of RSUs made on February 10, 2020. The Company
will enter into its standard award agreement with Ms. Beggs with respect to the
RSUs.
In addition, if (i) Ms. Beggs's employment is terminated by the Company without
Cause (as defined in the Company's Amended and Restated Executive Severance Plan
(the "Executive Severance Plan"), which is filed as Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014),
(ii) such termination is not following a change in control of the Company
entitling Ms. Beggs to benefits under the Continuity Agreement (as defined
below), and (iii) Ms. Beggs agrees to standard non-compete and non-solicitation
covenants for a period of two years following the date of termination, Ms. Beggs
will be entitled to:
• two years of salary continuation;
• a pro-rated annual incentive amount as earned for the year in which the
termination of employment occurs; and
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• two years of continuation in the Company's medical and dental plans.
Ms. Beggs will also enter into a Management Continuity Agreement (the
"Continuity Agreement"), substantially in the form of the Form of Management
Continuity Agreement that was filed as Exhibit 10.12 to the Company's Annual
Report on Form 10-K for the year ended December 31, 2013. The Continuity
Agreement will provide for a severance payment and other benefits if Ms. Beggs's
employment is terminated by the Company for any reason other than for cause or
by Ms. Beggs with good reason within 24 months after a change in control of the
Company, as set forth in more detail in the Continuity Agreement. Ms. Beggs will
also execute the Company's standard employee agreement, containing certain
confidentiality, non-competition and non-solicitation covenants, and the
Company's standard indemnification agreement for directors and officers and will
agree to be bound by the Company's Code of Conduct and the Company's Code of
Ethics for senior financial officers.
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