Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
As previously announced,William P. Burke will retire fromHaemonetics Corporation (the "Company") onJune 30, 2022 .Mr. Burke will step down as Chief Financial Officer and principal financial officer of the Company onApril 11, 2022 in connection with James C. D'Arecca's appointment as the Company's new Chief Financial Officer (as discussed below).Mr. Burke will assist the Company's Chief Executive Officer and Mr. D'Arecca in the transition untilMr. Burke's retirement from the Company.
(c), (e)
OnMarch 21, 2022 , the Company announced the appointment of James C. D'Arecca as its Chief Financial Officer, effectiveApril 11, 2022 . Mr. D'Arecca will serve as the Company's principal financial officer and oversee the treasury, controllership and accounting, investor relations, tax, information technology and financial planning and analysis functions. Mr. D'Arecca, 51, joins the Company directly from TherapeuticsMD, Inc., where he has served as Chief Financial Officer sinceJune 2020 . Prior to joining TherapeuticsMD, Mr. D'Arecca served as the Senior Vice President and Chief Accounting Officer ofAllergen plc (formerly known asActavis plc ) fromAugust 2013 until its merger with AbbVie Inc. inMay 2020 . Mr. D'Arecca served as Chief Accounting Officer at Bausch & Lomb prior to joiningActavis plc and earlier in his career held finance and business development positions of increasing responsibility at Merck & Co., Inc. andSchering-Plough Corporation . Mr. D'Arecca began his career withPricewaterhouseCoopers LLP from 1992 to 2005, where he had an industry focus on pharmaceuticals, medical devices, and consumer products. Mr. D'Arecca earned a Bachelor of Science in Accounting fromRutgers University and a Master of Business Administration fromColumbia University . He is a Certified Public Accountant. Mr. D'Arecca will receive an annual base salary of$525,000 and participate in the Company's annual short-term incentive compensation program for fiscal 2023, with a target bonus equal to 75% of his base salary based on the Company's achievement of select fiscal 2023 financial metrics and his individual performance, as well as the Company's annual long-term incentive compensation program for fiscal 2023, with an equity compensation award target value of$1,100,000 , subject to Compensation Committee approval. Mr. D'Arecca will also receive a$400,000 sign-on bonus after his first 60 days of employment, with$350,000 repayable in the first 12 months of Mr. D'Arecca's employment upon his voluntary termination or termination by the Company for cause and$175,000 repayable between the 12th and 24th month of Mr. D'Arecca's employment upon his voluntary termination or termination by the Company for cause. Subject to Compensation Committee approval, Mr. D'Arecca will receive an initial equity grant valued at$600,000 consisting of 50% restricted stock units and 50% non-qualified stock options that will each vest in annual increments of 25% beginning on the first anniversary of the date of grant. The exact number of restricted stock units issued and the strike price of the stock options will be based upon the closing price of the Company's common stock on the grant date, and the exact number of stock options issued will be determined using the applicable Black-Scholes value. The awards will be subject to the terms of the Company's 2019 Long-Term Incentive Compensation Plan and corresponding forms of restricted stock unit and stock option award agreements for employees, copies of which are incorporated by reference into the Company's Form 10-K for the fiscal year endedApril 3, 2021 . Mr. D'Arecca will also enter into the Company's standard forms of executive severance agreement, change in control agreement and indemnification agreement, copies of which are incorporated by reference into the Company's Form 10-K for the fiscal year endedApril 3, 2021 . The terms of such executive severance and change in control agreements are described in the "Severance and Change in Control Agreements with Named Executive Officers" section of the Company's 2021 proxy statement. Mr. D'Arecca will participate in all other elements of the Company's employee benefit plans for the Company's senior executives as outlined in the Company's 2021 Proxy Statement. --------------------------------------------------------------------------------
Item 7.01. Regulation FD Disclosure.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description 99.1 Press release ofHaemonetics Corporation
dated
appointment of James C. D'Arecca as Chief
Financial Officer.
104 Cover Page Interactive Data File (embedded
within the Inline XBRL document).
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