Item 5.02Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Chief Financial Officer
On November 24, 2020, Patrick Industries, Inc. (the "Company" or "Patrick")
issued a press release announcing that it has appointed Jacob R. Petkovich as
its Executive Vice President of Finance, Chief Financial Officer ("CFO"), and
Treasurer (the "Executive"), effective November 24, 2020 (the "Effective Date"),
replacing John A. Forbes, who is serving as Interim Chief Financial Officer. Mr.
Forbes will remain a member of Patrick's Board of Directors.
Prior to his appointment, Mr. Petkovich, age 46, had served as Managing Director
in the Leveraged Finance Group of Wells Fargo Securities and predecessor
Wachovia Securities from 2004 to 2020, performing in various senior leadership
roles responsible for leading, underwriting, structuring and arranging financing
solutions to support issuers' access to the capital markets for acquisition
financings, recapitalizations, refinancings and restructurings. Prior to his
banking and finance career, Mr. Petkovich served as an infantry officer in the
United States Army from 1995 to 2002, leading soldiers in both domestic and
overseas deployment assignments. Mr. Petkovich earned a BA in Accounting from
Washington and Jefferson College and an MBA with a concentration in finance from
the College of William and Mary.
In connection with Mr. Petkovich's appointment as CFO, the Company and Mr.
Petkovich entered into an Employment Agreement on November 24, 2020 (the
"Employment Agreement"), which provides that Mr. Petkovich will report to
Patrick's Chief Executive Officer, perform such duties as are assigned or
delegated to him by the Chief Executive Officer and devote his entire business
time to the Company. Executive's employment term will continue to January 31,
2024 unless terminated earlier by either party in accordance with the Employment
Agreement. Pursuant to the Employment Agreement, Mr. Petkovich is entitled to:
(i) an annual base salary of $425,000, (ii) participate in the Company's
employee benefit plans as they are generally available to the Company's
employees, (iii) participate in the Company's annual performance bonus, and (iv)
participate in the Company's equity incentive plan. Additionally Mr. Petkovich
will be granted the following equity incentive plan awards upon his start date
(the "Equity Plan Awards"): (a) 5,000 restricted stock units ("RSUs") that will
vest on January 26, 2021; (b) a total of 20,000 RSUs, of which 4,000 RSUs are
time-based and 16,000 RSUs are performance-based in alignment with the Company's
Executive Long-Term Incentive Program target. The time-based RSUs will vest
pro-rata over three years for fiscal years ending December 31, 2021, 2022, and
2023 and the performance-based RSUs will vest pro-rata over three years based on
the meeting of the Company's performance targets for fiscal years ending
December 31, 2021, 2022, and 2023; and (c) 30,000 stock options to purchase
common stock of the Company that will vest in 35%, 35%, and 30% increments on
May 14, 2021, 2022, and 2023, respectively. The Equity Plan Awards will be
issued upon Mr. Petkovich's commencement of employment (the "Grant Date"), and
the stock options included in the Equity Plan Awards will have an exercise price
equal to the fair value of the Company's common stock on the Grant Date. The
Equity Plan Awards have been approved by the Company's Board of Directors and
the Compensation Committee of the Board of Directors. The Equity Plan Awards
will be issued under the Company's 2009 Omnibus Incentive Plan.
The Employment Agreement contains provisions for termination with and without
cause, and restrictive covenants and confidentiality provisions.
The foregoing description of Mr. Petkovich's offer letter is qualified in its
entirety by reference to the full text of the Employment Agreement, which is
incorporated herein and attached hereto as Exhibit 10.1.
There is no arrangement or understanding between Mr. Petkovich and any other
persons pursuant to which Mr. Petkovich was selected as CFO of the Company.
There are no family relationships between Mr. Petkovich and any director,
executive officer or person nominated or chosen by the Company to become a
director or executive officer of the Company within the meaning of Item 401(d)
of Regulation S-K under the U.S. Securities Act of 1933 ("Regulation S-K").
Since the beginning of the Company's last fiscal year, the Company has not
engaged in any transaction in which Mr. Petkovich had a direct or indirect
material interest within the meaning of Item 404(a) of Regulation S-K.
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Item 7.01Regulation FD Disclosure
On November 24, 2020, the Company issued a press release regarding Mr.
Petkovich's appointment. A copy of the Company's press release is attached
hereto as Exhibit 99.1 and is incorporated by reference herein.
In accordance with general instruction B.2 to Form 8-K, the information set
forth in Item 7.01 of this Form 8-K (including Exhibit 99.1) shall be deemed
"furnished" and not "filed" with the Securities and Exchange Commission for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and
shall not be incorporated by reference into any filing thereunder or under the
Securities Act of 1933, as amended.
Item 9.01Financial Statements and Exhibits
(d) Exhibits
10.1 Employment Agreement dated November 24, 2020 by and between Patrick
Industries, Inc. and Jacob R. Petkovich
99.1 Press Release dated November 24, 2020
Exhibit 104 - Cover Page Interactive Date File (embedded within the Inline XBRL
document)
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