| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Jay Moreau as Executive Vice President and Chief Operating Officer
On August 10, 2023, Jay Moreau was appointed to serve, effective August 14, 2023 (the “Effective Date”), as Executive Vice President and Chief Operating Officer of U.S. Silica Holdings, Inc. (the “Company” or “U.S. Silica”). Mr. Winkler has resigned as Executive Vice President and Chief Operating Officer of the Company, effective as of the Effective Date. To ensure an orderly transition, Mr. Winkler will continue with the Company in a strategic advisory role through September 2023, then shift to a consulting role.
Mr. Moreau, age 57, served as Chief Executive Officer of the U.S. Aggregates and Construction Materials operations of Holcim US, a global leader in innovative and sustainable building solutions, from February 2019 to January 2023. Prior to his role at Holcim, Mr. Moreau served with Martin Marietta Materials, a supplier of building materials, for 22 years, where he held positions of increasing responsibility, most recently as Senior Vice President of Operations Services, which position he held from 2011 to February 2019. Mr. Moreau holds a Bachelor of Science degree from Juniata College in Huntingdon, Pennsylvania.
In connection with his appointment, Mr. Moreau will be entitled to the following compensation, subject to the discretion of the Compensation Committee (the “Committee”) of the Board of Directors of the Company to adjust such amounts from time to time: (i) an annual base salary of $440,000 per year, (ii) a target value under the Company’s Annual Bonus Incentive Program (“ABIP”) of $374,000 per year, which amount will be prorated for 2023, with the payout of any such ABIP award to be determined by the Committee in accordance with the performance criteria established by the Committee from time to time, and (iii) a target value under the Company’s Long-Term Incentive Plan (“LTI”) of $1,155,000, with the allocation of any such LTI award to be in accordance with the practices approved by the Committee from time to time and with the first annual award eligibility to be the first quarter of 2024. Mr. Moreau shall also receive a sign-on equity award under the Company’s Amended and Restated 2011 Incentive Compensation Plan, as may be amended from time to time (the “Incentive Plan”) of 60,000 restricted stock units which shall vest in three equal installments on the anniversary of the grant date and which shall be subject to the terms of the Incentive Plan and the restricted stock unit agreement to be entered into between the Company and Mr. Moreau.
Mr. Moreau will be entitled to participate in U.S. Silica’s Amended and Restated Change in Control Severance Plan, as amended and restated April 29, 2020, as may be further amended from time to time (the “CIC Plan”), which is described under the heading “Potential Payments Upon Employment Termination or Change in Control – CIC Plan” in U.S. Silica’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on March 28, 2023, on the same basis as other executive officers. A copy of the CIC Plan was included as Exhibit 10.2 to U.S. Silica’s Quarterly Report on Form 10-Q filed with the SEC on May 1, 2020.
In addition, Mr. Moreau will enter into U.S. Silica’s standard indemnification agreement for executive officers. A copy of the form of Indemnification Agreement was included as Exhibit 10.20 to U.S. Silica’s Registration Statement on Form S-1 filed with the SEC on December 29, 2011.
There are no arrangements or understandings between Mr. Moreau and any other persons pursuant to which Mr. Moreau was appointed as Executive Vice President and Chief Operating Officer. There are no relationships between Mr. Moreau and U.S. Silica or its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K.
