ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
As reported in the Original 8-K, Scott J. Lauber was appointed President and
Chief Executive Officer of the Company effective February 1, 2022. The Original
8-K also reported that J. Kevin Fletcher, currently President and Chief
Executive Officer of the Company, announced his plan to retire in June 2022 and
that he would serve as senior adviser from February 1, 2022 until his
retirement.
In recognition of Mr. Lauber's new position, on December 2, 2021, the
compensation committee of the Company's board of directors set his annual base
salary at $1,025,000, his target award under the Company's short-term
performance plan at 140% of base salary, and his long-term incentive target
award at 330% of base salary. Otherwise, Mr. Lauber's compensatory arrangement
will remain substantially the same. The base salary and short-term performance
plan adjustments will be effective February 1, 2022, and the long-term incentive
target award is effective January 1, 2022 to account for the Company's practice
of awarding long-term incentives in early January each year.
The compensation committee also established Mr. Fletcher's compensation for
2022, which is unchanged from his current compensation arrangements.
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