Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 17, 2022, the Board of Directors (the "Board") of Marine Products
Corporation (the "Company") approved several changes to the composition of the
Company's leadership, all of which became effective as of May 17, 2022 (the
"Effective Date"). The changes include the following:
1. Mr. Hubbell appointed as Executive Chairman. Richard A. Hubbell was appointed
to serve as Executive Chairman of the Board for a period of one year or until
his successor is appointed, effective upon the resignation of Gary W. Rollins as
Non-Executive Chairman of the Board. Gary W. Rollins, who served as
Non-Executive Chairman following the passing of Mr. R. Randall Rollins, resigned
from that position on the Effective Date, but remains on the Board. On the
Effective Date, Mr. Hubbell resigned from his former position as President and
Chief Executive Officer of the Company and will no longer serve as the principal
executive officer of the Company.
Concurrently with becoming the Executive Chairman of the Board of the Company,
Mr. Hubbell was also appointed as the Executive Chairman of the Board of RPC,
Inc., an oil and gas services company. He was the President and Chief Executive
Officer of the Company from February 2001 to May 17, 2022. He was also President
of RPC, Inc. from 1987 to 2022 and CEO from April 2005 to May 17, 2022. Mr.
Hubbell serves on the Board of Directors for both of these companies.
Previously, he was Executive Vice President of Rollins Communications, Inc., a
media company. He joined Rollins, Inc. in 1970. Mr. Hubbell received a B.A. in
Economics from Westminster College.
Mr. Hubbell's annual base salary will be $300,000 as of the Effective Date. In
addition, Mr. Hubbell will be eligible for a short-term performance-based cash
incentive with a target award of 70% of his base salary which will be based on
the Company's annual performance and determined using an EBITDA target with a
sliding scale from 70% of the EBITDA target to achieve 25% of the target award,
up to 140% of the EBITDA target to achieve a maximum of 150% of the target
award. Mr. Hubbell received a 2022 stock grant award of 26,000 shares of
time-based restricted stock effective on May 18, 2022. The award will vest 20
percent on January 26, 2023, and 20 percent on January 26 in each of the next
four years thereafter, with the terms and conditions to be consistent with the
Company's equity incentive plan and standard form of award agreement.
2. Mr. Palmer promoted to President and Chief Executive Officer and appointed as
a Member of the Board of Directors. Ben M. Palmer was appointed to serve as
President and Chief Executive Officer of the Company for a period of one year or
until his successor is appointed, effective upon the resignation of Mr. Hubbell
from that position, which occurred on the Effective Date. In this position, Mr.
Palmer shall serve as the principal executive officer of the Company. In
connection with his promotion, Mr. Palmer was also appointed to the Board as a
Class I director and the Executive Committee as of the Effective Date. On the
Effective Date, Mr. Palmer resigned from his position as Vice President, Chief
Financial Officer and Corporate Secretary of the Company, and he will no longer
serve as the principal financial and accounting officer of the Company.
-2-
Concurrently with becoming the President and Chief Executive Officer of the
Company, Mr. Palmer was also appointed as the President and Chief Executive
Officer of RPC, Inc., an oil and gas services company. Mr. Palmer was the Vice
President, Chief Financial Officer of the Company from February 2001 to May 17,
2022, and its Corporate Secretary from 2018 to May 17, 2022. He was also Vice
President, Chief Financial Officer of RPC, Inc. from 1996 to May 17, 2022, and
Corporate Secretary from 2018 to 2022. He will serve on the Boards of Directors
of both the Company and RPC, Inc. He joined RPC, Inc. following three years as
the CFO of EQ Services, a commercial mortgage and asset management subsidiary of
The Equitable Companies. Prior to that, he spent ten years with Arthur Andersen
in its audit and business advisory services division. Mr. Palmer has a B.S. in
Business Administration from Auburn University.
Mr. Palmer's annual base salary will be $450,000 as of the Effective Date. In
addition, Mr. Palmer will be eligible for a short-term performance-based cash
incentive with a target award of 70% of his base salary which will be based on
the Company's annual performance and determined using an EBITDA target with a
sliding scale from 70% of the EBITDA target to achieve 25% of the target award,
up to 140% of the EBITDA target to achieve a maximum of 150% of the target
award. Mr. Palmer received a 2022 stock grant award of 40,000 shares of
time-based restricted stock effective on May 18, 2022. The award will vest 20
percent on January 26, 2023, and 20 percent on January 26 in each of the next
four years thereafter, with the terms and conditions to be consistent with the
Company's equity incentive plan and standard form of award agreement.
3. Mr. Schmit appointed Vice President, Chief Financial Officer and Corporate
Secretary of the Company. Michael L. Schmit, age 49, was appointed to serve as
Vice President, Chief Financial Officer and Corporate Secretary of the Company
for a period of one year or until his successor is appointed, effective upon the
resignation of Mr. Palmer from that position, which occurred on the Effective
Date. In this position, Mr. Schmit shall serve as the principal financial and
accounting officer of the Company.
Mr. Schmit joins Marine Products Corporation from Schweitzer-Mauduit
International, Inc., a global performance materials engineering and
manufacturing company, where he served as Chief Accounting Officer and Corporate
Controller since 2019. In addition, he served as the Chief Accounting Officer
and Controller of Chart Industries, Inc., a global manufacturer of highly
engineered equipment servicing the clean energy and industrial gas markets, in
2019 and 2018 and as Corporate Controller in 2017. Earlier in his career, Mr.
Schmit worked for other public and private companies, including Georgia-Pacific,
LLC, in various financial and risk management roles. He also worked in public
accounting with Ernst & Young LLC, both in the U.S. and Australia. Mr. Schmit
holds a B.S. in Business Administration from the University of Nebraska with a
major in accounting and holds a CPA certification as well as several other
related professional designations.
-3-
Concurrently with becoming Vice President, Chief Financial Officer and Corporate
Secretary of the Company, Mr. Schmit was also appointed as the Vice President,
Chief Financial Officer and Corporate Secretary of RPC, Inc., an oil and gas
services company.
Mr. Schmit's annual base salary will be $150,000 as of the Effective Date. In
addition, Mr. Schmit will be eligible for a short-term performance-based cash
incentive with a target award of 70% of his base salary which will be based on
the Company's annual performance and determined using an EBITDA target with a
sliding scale from 70% of the EBITDA target to achieve 25% of the target award,
up to 140% of the EBITDA target to achieve a maximum of 150% of the target
award. Mr. Schmit received a 2022 stock grant award of 15,000 shares of
time-based restricted stock effective on May 18, 2022. The award will vest 20
percent on January 26, 2023, and 20 percent on January 26 in each of the next
four years thereafter, with the terms and conditions to be consistent with the
Company's equity incentive plan and standard form of award agreement.
Certain Relationships, Understandings, and Related Party Transactions. There is
no arrangement or understanding between any of the officers listed above and any
other person, other than Company officers and directors acting in their capacity
as such, pursuant to which they were or are to be selected as an officer of the
Company. There is no family relationship between any of such officers and any
director or executive officer of the Company or any person nominated to such
position. None of such officers has a direct or indirect material interest in
any transaction or currently proposed transaction in which the Company was or is
to be a participant and which is or will be required to be reported pursuant to
Item 404(a) of SEC Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On May 17, 2022, in connection with the aforementioned changes discussed under
Item 5.02, the Company issued a press release, a copy of which is attached
hereto and furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press Release dated May 17, 2022
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
-4-
© Edgar Online, source Glimpses