Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c)Appointment of New Chief Human Resources Officer.
On December 4, 2018, Sarah Payne was appointed to serve as the Chief Human Resources Officer of Heidrick & Struggles International, Inc. (the “Company” or “HSII”) effective January 1, 2019. Mr. Richard Greene, the current Chief Human Resources Officer of the Company, will return to the market as a partner in Heidrick Consulting effective January 1, 2019. He previously led the Americas Leadership Consulting business for five years. On December 4, 2018 the Company issued a press release in connection with Ms. Payne’s appointment as Chief Human Resources Officer. A copy of the press release is included as Exhibit 99.1 to this Current Report onForm 8-K.
Ms. Payne, 48, joined the Company in May 2015 as Vice President, Global Compensation and then moved into a dual role in November 2016 as Vice President, Global Compensation and Human Resources, Americas. Ms. Payne started her most recent role of Vice President, Human Resources, Global Executive Search in October 2017. Prior to joining the Company, Ms. Payne served as the Director, Global Executive Compensation at Bunge Limited,a leading global agribusiness company, from February 2012 through April 2015. Ms. Payne was a Consultant at Bunge Limited from September 2007 through February 2012.
Pursuant to the terms of an Employment Agreement entered into by and between the Company and Ms. Payne on December 5, 2018, with an effective date of January 1, 2019, Ms. Payne will be paid (i) an annual base salary of $275,000; (ii) an annual cash bonus target opportunity of $200,000, subject to the attainment of certain performance goals established annually by the Board’s Human Resources and Compensation Committee (“HRCC”); and (iii) an annual long-term incentive equity award target opportunity of $200,000, subject to the attainment of certain performance goals established annually by the HRCC. Ms. Payne will participate in the Company’s (i) Management Incentive Plan (“MIP”) at the Tier I level; (ii) Change in Control Severance Plan (“CIC Plan”); (iii) Management Severance Pay Plan (“Severance Plan”) at the Tier I level; (iv) equity programs; and (v) vacation and benefit plans at the same level as other senior executives. Full descriptions of the Company’s benefit and compensation plans are contained in the HSII’s Definitive Proxy Statement on Schedule 14A, which was filed with the SEC on April 24, 2018 and is incorporated herein by reference.
Ms. Payne’s Agreement also provides for severance payable upon termination without cause or resignation for good reason, as well as customary restrictive covenants in favor of HSII. A copy of Ms. Payne’s Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Ms. Payne has no familial relationship nor related party transaction with HSII that would require disclosure under Items 401(d) or 404(a) ofRegulation S-K in connection with her appointment as Chief Human Resources Officer.
