Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Chief Financial Officer
On November 4, 2020, Veoneer, Inc. ("Veoneer" or the "Company") announced the
resignation of Mats Backman, the Company's Chief Financial Officer and Executive
Vice President, Finance, effective March 1, 2021. Mr. Backman will no longer
serve as the Company's principal accounting officer effective November 3, 2020
but will remain as the Company's principal financial officer until the effective
date of his resignation. Mr. Backman will remain available to ensure the smooth
transition of duties, and is entitled to receive his current compensation and
benefits, through May 3, 2021.
Appointment of Chief Financial Officer
On November 4, 2020, the Company also announced the appointment of Ray Pekar,
the Vice President, Investor Relations of the Company, as the Chief Financial
Officer and Executive Vice President, Finance of the Company, effective March 1,
2021. Mr. Pekar will also serve as the Company's principal financial officer,
effective March 1, 2021.
Mr. Pekar, age 57, joined the Company in April 2018 as Vice President, Investor
Relations, in connection with the spin-off of the Company by Autoliv, Inc. Prior
to that, Mr. Pekar served in various roles of increasing responsibility at
Autoliv, Inc. beginning in 1996, including Vice President IR and M&A from
January 2005 until April 2018 and VP Finance and Tech Center General Manager for
North America from June 1998 until January 2005. Mr. Pekar holds a Bachelor of
Commerce Degree from the University of Windsor with a concentration in finance
and accounting. He is also a CPA, CMA receiving his accreditation in Ontario,
Canada.
Mr. Pekar entered into an employment agreement with the Company (the "Pekar
Employment Agreement") in connection with his appointment, which employment
agreement is effective March 1, 2021. The Pekar Employment Agreement provides
that he is entitled to an annual base salary of $400,000. Mr. Pekar will have an
opportunity to participate in Veoneer's bonus plan for executive officers, with
an initial target cash bonus of forty five percent (45%) of his base salary, and
he will be eligible to receive equity grants under Veoneer's stock incentive
plan. Veoneer will provide Mr. Pekar with a company car and reimbursement for
maintenance costs. During his employment, Veoneer will pay to Mr. Pekar a gross
cash retirement replacement allowance equal to 5.6% of his base salary. Veoneer
also will provide certain expatriate benefits to Mr. Pekar, including
reimbursement of relocation expenses, accommodation expenses (until 2023),
travel costs for one annual trip between Sweden and the U.S. (until 2023) and
tax gross-up payments with respect to such reimbursements. He also will receive
tax preparation assistance and tax equalization benefits.
The Pekar Employment Agreement may be terminated by Veoneer at any time with or
without cause or by Mr. Pekar with or without good reason. The Pekar Employment
Agreement requires that Veoneer provide written notice of termination to Mr.
Pekar not less than six (6) calendar months prior to the date of termination
(except in the case of a "for cause" termination, in which case his termination
would be effective immediately), and Mr. Pekar must give Veoneer written notice
of termination of his employment not less than six (6) calendar months prior to
such date of termination. Depending on the reason for the termination, Mr. Pekar
will be entitled to certain severance benefits. If Mr. Pekar's employment is
terminated by Veoneer other than for cause or if he resigns for good reason,
then, in addition to receiving salary and benefits during the requisite notice
period, he will be entitled to a lump sum severance payment equal to one and
one-half times his then-current base salary. If Mr. Pekar dies, if Veoneer
terminates Mr. Pekar's employment for cause or if he retires or resigns without
good reason, then the Pekar Employment Agreement will terminate without further
obligations to the executive (other than payments and benefits due to Mr. Pekar
during the requisite notice period).
The Pekar Employment Agreement prohibits Mr. Pekar from competing with the
Company for a period of twelve (12) months after termination unless (i) the
Company terminates Mr. Pekar's employment for any reason other than for cause or
(ii) Mr. Pekar resigns for good reason. In consideration for such noncompetition
covenant, the Company is obligated to make up to twelve (12) monthly payments
equal to the difference between the executive's monthly gross salary as of the
date of his employment termination and any lower salary earned by the executive
in any new employment, if any. The aggregate monthly payments are limited to a
maximum of sixty percent (60%) of the gross salary earned as of the date of his
employment termination, and the Company will cease making payments once such
aggregate amount has been reached. The Company is not obligated to make such
payments if the executive's employment terminates due to his retirement.
The foregoing description of the Pekar Employment Agreement is only a summary
and is qualified in its entirety by reference to the full text of the agreement,
which will be filed as an exhibit to the Company's Form 10-K for the fiscal year
ending December 31, 2020.
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Appointment of Principal Accounting Officer
On November 4, 2020, the Company also announced the appointment of Christine
Rankin, the current Vice President of Corporate Control of the Company, as the
Senior Vice President Corporate Control and principal accounting officer of the
Company, effective November 3, 2020.
Ms. Rankin, age 56, joined the Company as its Vice President Corporate Control
in August 2019. Before joining Veoneer, Ms. Rankin served as Interim CFO for
Serneke Group, a Swedish public company in the construction industry, from
December 2015 through December 2016 and Chief Financial Officer of Cherry AB, a
Swedish public company in the gaming industry, from April 2017 through June
2019. Ms. Rankin also served as Head of Corporate Control for Spotify from
August 2014 through November 2015, prior to which she was a partner with
PricewaterhouseCoopers. Ms. Rankin has a BSc in business administration and
accounting from the University of Stockholm in Sweden.
Ms. Rankin entered into an employment agreement with the Company (the "Rankin
Employment Agreement") in connection with her appointment. The Rankin Employment
Agreement provides that she is entitled to an annual base salary of SEK
2,000,000 (approximately $230,000). Ms. Rankin will have an opportunity to
participate in Veoneer's bonus plan for executive officers, with an initial
target cash bonus of twenty five percent (25%) of her base salary, and she will
be eligible to receive equity grants under Veoneer's stock incentive plan.
Veoneer will provide Ms. Rankin with a company car and reimbursement for
maintenance costs. During her employment, Veoneer will pay pension premiums for
a defined contribution occupational pension plan according to the terms of the
applicable collective agreement, which includes certain benefits in the event of
her temporary or permanent illness.
The Rankin Employment Agreement may be terminated by Veoneer at any time with or
without cause or by Ms. Rankin with or without good reason. The Rankin
Employment Agreement requires that Veoneer provide written notice of termination
to Ms. Rankin not less than six (6) calendar months prior to the date of
termination (except in the case of a "for cause" termination, in which case her
termination would be effective immediately), and Ms. Rankin must give Veoneer
written notice of termination of her employment not less than six (6) calendar
months prior to such date of termination. If Ms. Rankin's employment terminates
for any reason, then the Rankin Employment Agreement will terminate without
further obligations to the executive (other than payments and benefits due to
Ms. Rankin during the requisite notice period).
The foregoing description of the Rankin Employment Agreement is only a summary
and is qualified in its entirety by reference to the full text of the agreement,
which will be filed as an exhibit to the Company's Form 10-K for the fiscal year
ending December 31, 2020.
A copy of the press release announcing the appointments of Mr. Pekar and Ms.
Rankin is filed as Exhibit 99.1 to this report and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) EXHIBITS
99.1 Press Release of Veoneer, Inc. dated November 4, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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