Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The Compensation Committee of the Board of Directors of the Company (the “Committee”) has approved certain cash bonus payments, restricted share and unit awards and base salaries in recognition of certain officers’ contributions to the Company for the fiscal year ended March 31, 2023. As of the filing of the Form 10-K, the cash bonus payments, restricted share and unit awards and base salaries described below had not been determined, and thus were not included in the Form 10-K. In accordance with Item 5.02(f) of Form 8-K, the Company has included such information herein.
The Committee approved discretionary cash bonus payments to John C. Hadjipateras, John C. Lycouris, Theodore B. Young, Tim T. Hansen and Alexander C. Hadjipateras in the amounts of $1,000,000, $350,000, $550,000, DKK 3,250,000(1) and $300,000, respectively.
(1) Based on a conversion rate of 1 DKK = 0.15 USD, which was the conversion rate used for purposes of the Committee’s approval of the applicable compensation item, Mr. Tim T. Hansen’s discretionary cash bonus payment is $487,500.
The Committee also approved discretionary restricted share and restricted stock unit awards under the Company’s Amended and Restated 2014 Equity Incentive Plan to John C. Hadjipateras, John C. Lycouris, Theodore B. Young, Tim T. Hansen and Alexander C. Hadjipateras in the amounts of 72,500 restricted shares, 30,000 restricted shares, 33,000 restricted shares, 25,000 restricted stock units and 30,000 restricted shares, respectively. The restricted shares and restricted units shall vest ratably and in three equal installments (other than with respect to the restricted shares awarded to Mr. Lycouris, which shall vest in two equal installments) commencing on August 5, 2023 (the “Grant Date”) and on subsequent anniversaries of the Grant Date. Notwithstanding the foregoing, the restricted shares to be issued to each of Mr. John C. Hadjipateras, Mr. John C. Lycouris and Mr. Theodore B. Young that are eligible to vest on August 5, 2025 (and on August 5, 2024 in respect of Mr. John C. Lycouris) shall vest subject to a revised vesting formula to be determined by the Committee.
Additional information relating to compensation paid in the fiscal year ended March 31, 2023 or earned by each of the Company’s named executive officers in respect of the same period will be included in the Company’s Proxy Statement to be filed with the Commission respect to the Company’s 2023 Annual Meeting of Shareholders.
Named Executive Officer Base Salaries
In addition to the foregoing, the Committee approved the following annual base salaries for the following named executive officers, effective April 1, 2023: (i) a base salary increase for Tim T. Hansen from DKK 3,750,000 to DKK 3,900,000(2) and (ii) the base salaries would not be changed for the other named executive officers, which would remain at $650,000 for John C. Hadjipateras, $550,000 for Theodore B. Young, $550,000 for John C. Lycouris and $370,000 for Alexander C. Hadjipateras.
(2) Based on a conversion rate of 1 DKK = 0.15 USD, which was the conversion rate used for purposes of the Committee’s approval of the applicable compensation item, Mr. Tim T. Hansen’s base salary increased from $525,000 to $585,000.
Item 9.01.Financial Statements and Exhibits
(d)Exhibits
