| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The board of directors of Piedmont Office Realty Trust, Inc. (the “Company”) has appointed Sherry Rexroad as Chief Financial Officer of the Company, effective November 8, 2024. Ms. Rexroad will succeed Robert Bowers in his role as Executive Vice President & Chief Financial & Administrative Officer. Ms. Rexroad will initially join the Company on October 1, 2024 (the “Start Date”), as Executive Vice President, Finance.
Ms. Rexroad served as the Chief Financial Officer of STORE Capital LLC from 2021 to 2022. Prior to her role at STORE Capital LLC, Mr. Rexroad spent ten years at BlackRock Global Real Asset Securities where, from 2017 to 2021, she served as Global Head of Business Development. She also previously served as Co-Global Chief Investment Officer and Chair of the Investment Committee, where she led Blackrock’s fundraising efforts, was a key member that built and led the global real asset securities team, and led the development of an ESG scoring system to be implemented into Blackrock’s investment strategy. Ms. Rexroad also serves as a member of the board of directors of Apartment Investment and Management Company.
In connection with Ms. Rexroad’s appointment, Ms. Rexroad and the Company entered into an offer letter, dated September 30, 2024 (the “Offer Letter”). Pursuant to the Offer Letter, Ms. Rexroad will receive an initial base salary of $475,000 with eligibility to earn a target incentive bonus in an amount equal to 100% of her base salary with a maximum bonus opportunity of 150% of her base salary. For fiscal year 2024, Ms. Rexroad’s target incentive bonus will be pro-rated to reflect her employment for three out of 12 months of the fiscal year. Additionally, under the Company’s long-term incentive compensation program, Ms. Rexroad will receive a one-time equity award in the form of deferred stock units with a grant date value of $600,000 that will vest and become nonforfeitable on each of the first four anniversaries of the Start Date. For the Company’s fiscal year 2025, Ms. Rexroad will receive annual equity awards with an aggregate target grant date value equal to $950,000, with 40% of the value granted as deferred stock units that will vest and become nonforfeitable on each of the first four anniversaries of the grant date, and 60% of the value granted in the form of performance-based equity awards that will vest and become nonforfeitable upon the completion of a three-year performance period. Ms. Rexroad will also receive a relocation bonus in the amount of $50,000 to support her relocation to Atlanta.
Pursuant to the Offer Letter, Ms. Rexroad will be entitled to severance benefits in connection with a qualifying termination in accordance with the Company’s Executive Severance Plan (as defined below) and will be eligible to participate in Company benefits provided to other senior executives as well as benefits available to Company employees generally. The Offer Letter also provides that Ms. Rexroad’s employment is subject to the Company’s policies and procedures including regarding the protection of confidential information and intellectual property and potential conflicts of interest.
The foregoing description of the Offer Letter in this Item 5.02 is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
On September 30, 2024, the board of directors of the Company adopted an executive severance plan, which shall become effective immediately (the “Executive Severance Plan”). The Executive Severance Plan covers our executive officers and executives with the title of executive vice president designated by the Compensation Committee who receive and execute a participation agreement under the Executive Severance Plan. The Executive Severance Plan will initially cover the following executive officers of the Company: C. Brent Smith, Sherry Rexroad, Christopher A. Kollme, George M. Wells, and Laura P. Moon. In connection with the adoption of the Executive Severance Plan, all the foregoing executive officers with existing employment agreements have agreed to terminate their employment agreements.
Under the Executive Severance Plan, in the event that an executive officer participant is terminated by the Company other than for Cause or any such participant resigns for Good Reason (in each case, not in connection with a Change in Control) (as such capitalized terms are defined in the Executive Severance Plan), such participant shall receive (a) a cash amount equal the applicable severance multiplier multiplied by the sum of the participant’s annual base salary and target annual bonus , (b) a pro-rated portion of the participant’s target annual bonus for the fiscal year in which the termination occurs, (c) a cash payment equal to twelve months of the participant’s full monthly premium charged for coverage under the Company’s group medical plan multiplied by the applicable severance
