Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers
On February 22, 2022, the Compensation Committee of the Board of Directors
(Compensation Committee) of the Company approved the 2022 Executive Incentive
Compensation Plan (2022 Plan), in which the Company's named executive officers
(NEOs) participate. The 2022 Plan includes performance goals for participants
based on the following criteria: revenue; earnings before interest and taxes;
and contract bookings. The 2022 Plan provides for target incentive payment
amounts for the NEOs, which range from 85% to 100% of such executive officer's
2022 annual base salary. Based on actual results for fiscal 2022, the potential
payout due under the 2022 Plan to any participant may range from 0% to 175% of
his or her respective target incentive payment amount. The description of the
2022 Plan set forth herein is qualified in its entirety by reference to the full
text of the 2022 Plan, which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
On February 22, 2022, the Compensation Committee approved grants of equity
awards to our NEOs, with such awards to be made effective and granted on
March 1, 2022. The equity awards granted were in the form of time-base
restricted stock units (RSUs). The RSUs vest in ratable one-third increments on
each of the first, second, and third anniversary of the grant date of the RSU
(subject in each case to the continued employment of the award recipient through
the applicable vesting date).
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
10.1 ManTech International Corporation 2022 Executive Incentive
Compensation Plan
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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