Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 6, 2021, CECO Environmental Corp. (the "Company") issued a press
release announcing the appointment of Mr. Ramesh Nuggihalli as Chief Operating
Officer of the Company.
Mr. Nuggihalli, age 56, brings extensive experience in operational and general
management across several industries, with expertise in driving profitable
growth in industrial businesses and international operations. From July 23, 2018
to November 1, 2019, Mr. Nuggihalli served as the Chief Operating Officer of
NovaTech, LLC, a privately held industrial automation company. Prior to his
recent role, Mr. Nuggihalli was based in Singapore and served as President and
Managing Director of Greater Asia for Xylem, a global water solutions company.
Before Xylem, he was based in Dubai and served as Managing Director of Middle
East for Pentair, a global diversified industrial company. Earlier in his
career, Mr. Nuggihalli held a number of leadership positions with increasing
responsibility at leading diversified industrial companies, including Tyco
International, Ametek, General Electric and Babcock & Wilcox.
Mr. Nuggihalli has provided consulting services regarding the Company's business
strategy since November 2020. Mr. Nuggihalli received a total of $128,250 in
consulting fees. Upon appointment as Chief Operating Officer, the consulting
arrangement was terminated.
In connection with Mr. Nuggihalli's appointment as the Company's Chief Operating
Officer, in addition to customary employee benefits, Mr. Nuggihalli will be
eligible to receive the following compensation:
• Initial base salary of $375,000 per year;
• Participation in the Company's annual incentive program with a target
opportunity equal to 55% of earned base wages (with actual payout ranging
from 0-200% of target based on performance);
• Annual participation in the Company's long-term equity program at a
target value of $300,000, generally comprised of 50% target
performance-based restricted stock units (generally vesting after a
three-year performance period in the case of the 2021 grant) and 50%
service-based restricted stock units ("RSUs") (generally vesting in four
equal annual installments in the case of the 2021 grant);
• An initial equity award of 24,450 RSUs valued at $200,000 that will
generally vest in substantially equal installments on the first four
anniversaries of the grant date; and
• A monthly automobile allowance of $1,000.
In terms of severance benefits, in general, Mr. Nuggihalli will be eligible to
receive a lump sum payment of 12 months of his base salary, a pro-rated annual
incentive payment for the year of termination based on actual performance, and
(if continuation coverage is elected) up to one year of subsidized medical
coverage if Mr. Nuggihalli's employment is terminated by the Company without
cause or he terminates his employment for good reason.
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Item 7.01 Regulation FD Disclosure.
On April 6, 2021, the Company issued a press release announcing Mr. Nuggihalli's
appointment. A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K.
The information furnished pursuant to Item 7.01 of this Current Report on Form
8-K (including Exhibit 99.1) is being furnished and shall not be deemed "filed"
under the Securities Exchange Act of 1934, nor shall it be incorporated by
reference into any filings under the Exchange Act or under the Securities Act,
except to the extent specifically provided in any such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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