Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 15, 2022, Eagle Bulk Shipping Inc. (the "Company") granted to Gary
Vogel, the Company's Chief Executive Officer, a restricted stock unit award
covering 76,090 target restricted stock units ("RSUs") pursuant to the Company's
Amended and Restated 2016 Equity Incentive Plan (the "Plan"). The Board of
Directors (the "Board") of the Company and the Compensation Committee (the
"Committee") of the Board believe this grant is in the best interests of the
Company's shareholders because it provides an appropriate incentive to motivate
and reward Mr. Vogel for achieving certain performance goals that will increase
shareholder value while establishing a long-dated cliff vesting schedule that
will promote retention, as described below.
In order to better align Mr. Vogel's long-term interests with those of the
Company's shareholders, 38,045 of his RSUs will vest, if at all, in a lump sum
on May 15, 2026, while 38,045 of his RSUs are subject to achievement of
specified performance goals over a three-and-a-half-year performance period
ending on May 15, 2026, in each case subject to Mr. Vogel's continued employment
with the Company on the applicable vesting date. The award also provides for
dividend equivalents, which are subject to the same vesting and forfeiture
provisions as their related RSUs.
The performance goals for the performance-vesting RSUs established by the
Committee are based on the achievement of relative total shareholder return
(TSR) compared to that of the Company's performance peer group. These
performance goals have threshold and target levels such that vesting may range
from 0 to 38,045 RSUs, depending on actual achievement.
Upon vesting, if at all, the award will be settled by the delivery of one share
of the Company's common stock for each RSU that vests on the applicable vesting
date. Any dividend equivalents that become vested will be settled in cash on the
applicable vesting date.
Unvested RSUs and dividend equivalents generally will be forfeited on
termination of employment unless otherwise stipulated in Mr. Vogel's employment
agreement. However, if Mr. Vogel's employment is terminated due to a
severance-qualifying termination under his employment agreement, he will become
vested in 100% of the 38,045 time-vesting RSUs and any related dividend
equivalents. If such termination occurs before a change in control of the
Company, Mr. Vogel will also become vested in the number of performance-vesting
RSUs, and any related dividend equivalents, that otherwise would become vested
based on the actual relative TSR determined as of the date of his termination.
If the Company undergoes a change in control before the end of the performance
period, Mr. Vogel will be eligible to continue vesting in in the number of
performance-vesting RSUs, and any related dividend equivalents, that otherwise
would become vested based on the actual relative TSR determined as of the date
of the change in control, subject to his continued employment with the Company
through the applicable vesting date. But if Mr. Vogel's employment is terminated
concurrent with or after a change in control due to a severance-qualifying
termination under his employment agreement, the performance-vesting RSUs so
earned, and any related dividend equivalents, will become vested on the date of
his termination.
The foregoing does not purport to be a complete description of the award
agreements under the Plan pursuant to which the grants were made, and is
qualified in its entirety by reference to Mr. Vogel's Restricted Stock Unit
Award Agreement. A copy of the Restricted Stock Unit Award Agreement will be
filed as an exhibit to the Company's annual report on Form 10-K for the fiscal
year ending on December 31, 2022.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses