Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On December 10, 2020, the Compensation and Development Committee (the
"Committee") of the Board of Directors of Sensient Technologies Corporation (the
"Company") approved the granting of restricted stock awards to the Company's
executive officers under the Company's 2017 Stock Plan (the "Restricted Stock
Award Grants"). Since 2014, the long-term equity incentive awards issued each
year to the Company's executive officers consisted 100% of performance stock
unit awards. For the 2020 long-term equity incentive awards, the Committee
determined that 40% of the awards granted will be restricted stock that does not
vest until the end of a three-year restricted period. The remaining 60% of the
awards will continue to be performance stock unit awards, the terms of which are
materially consistent with previously disclosed awards. The Committee determined
that these changes were appropriate and necessary to better align the Company to
prevailing market pay practices and to enhance the retention effect of the
long-term incentive program.
The detail of the Restricted Stock Award Grants for the Company's executive
officers is set forth below:
Long Term
Incentive Restricted
Stock Awards or
Officer Units
Paul Manning, Chairman, President, and Chief Executive
Officer
19,373 shares
Amy M. Agallar, Vice President and Treasurer 764 shares
Michael C. Geraghty, President, Color Group 3,466 shares
Thierry Hoang, Vice President, Asia Pacific Group 873 units
Amy Schmidt Jones, Vice President, Human Resources and
Senior Counsel
2,401 shares
John J. Manning, Senior Vice President, General
Counsel, and Secretary 2,702 shares
E. Craig Mitchell, President, Flavors and Extracts
Group
3,466 shares
Stephen J. Rolfs, Senior Vice President and Chief
Financial Officer 5,457 shares
Tobin Tornehl, Vice President, Controller, and Chief
Accounting Officer
1,037 shares
The Restricted Stock Award Grants vest following a three-year restricted period
if the executive remains employed at such time. Under the terms of the
Company's 2017 Stock Plan, individuals holding shares of restricted stock may
exercise full voting rights with respect to such shares and receive dividends.
As an international employee, Mr. Hoang received restricted stock units in lieu
of shares of restricted stock. Restricted stock units are substantially similar
to restricted shares except restricted stock units do not provide for any voting
or dividend rights and each unit has a value equal to one share of common stock
of the Company. Following the three-year restricted period, the Company will
issue the grantee one share of common stock of the Company for each restricted
stock unit that was vested. The Restricted Stock Award Grants are subject to
customary provisions for vesting upon certain termination events, as provided in
the respective award agreements.
In connection with the Restricted Stock Award Grant, the Committee approved a
form of Restricted Stock Agreement and a form of Restricted Stock Unit
Agreement, which are filed herewith as Exhibits 10.1 and 10.2, respectively.
The foregoing description of the Restricted Stock Award Grants is qualified in
its entirety by reference to the full text of the form of Restricted Stock
Agreement and the form of Restricted Stock Unit Agreement filed herewith, which
are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Current Report on Form
8-K:
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