Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c)Appointment of Chief Operating Officer.
On February 6, 2019, Heidrick & Struggles International, Inc. (“Heidrick & Struggles” or the “Company”) entered into a final definitive agreement with Michael Cullen relating to his position as the Chief Operating Officer of Heidrick & Struggles.
Mr. Cullen, 53, joined Heidrick in April 2008 and served as the Managing Partner – Americas Technology & Services through April 2014. Mr. Cullen then served as Global Practice Managing Partner - Technology and Services from April 2014 through December 2017. He began his most recent role of Group Chief Operating Officer in January 2018. As Group Chief Operating Officer, he was responsible for all regions, practice management, information technology and marketing. Prior to joining Heidrick, Mr. Cullen served as the Head of the Office of Executive Talent of EMC Corporation (now Dell EMC) from 2000 through 2008.
The Agreement is effective as of January 1, 2019 and provides that Mr. Cullen will be paid (i) an annual base salary of $650,000; (ii) an annual cash bonus target opportunity equal to 100 percent of his base salary, 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 equal to 100 percent of his base salary, subject to the attainment of certain performance goals established annually by the HRCC. Mr. Cullen 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 Heidrick & Struggles’ Definitive Proxy Statement on Schedule 14A, which was filed with the SEC on April 24, 2018 and is incorporated herein by reference.
Mr. Cullen’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 Heidrick & Struggles. A copy of Mr. Cullen’s Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Mr. Cullen has no familial relationship nor related party transaction with Heidrick & Struggles that would require disclosure under Items 401(d) or 404(a) ofRegulation S-K in connection with his appointment as Chief Operating Officer.
Item 9.01 Financial Statements and Exhibits
The following exhibit is being furnished as part of this Report on Form8-K:
