| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 5, 2021, Cushman & Wakefield plc (the “Company”) announced that it appointed Neil Johnston to serve as its Chief Financial Officer effective February 28, 2021. Mr. Johnston will replace Duncan Palmer, the Company’s current Chief Financial Officer, upon Mr. Palmer’s previously announced retirement. From January 18, 2021 to February 28, 2021, Mr. Johnston will serve as a consultant to the Company.
Mr. Johnston previously served as Executive Vice President and Chief Financial Officer at Presidio, Inc. from January 2018 to December 2020. Mr. Johnston served as Executive Vice President and Chief Financial Officer of Cox Automotive from June 2015 until December 2017. Before working for Cox Automotive, Mr. Johnston served as Executive Vice President of Strategy and Digital Innovation at Cox Media Group (CMG). Prior to holding that position, he served as Chief Financial Officer of CMG from 2009 to 2012. Mr. Johnston was the CFO of Cox Radio from 2000 until 2009, and he began his career with Cox Enterprises in 1996, serving in various financial and business development roles. Prior to joining Cox, Mr. Johnston worked for Coca-Cola Enterprises, Inc. and Deloitte and Touche, LLP.
There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Mr. Johnston and the Company. In connection with Mr. Johnston’s appointment as Chief Financial Officer, the Company has entered into a customary offer letter with Mr. Johnston which will provide for an annual base salary of $600,000. Mr. Johnston will be eligible for an annual cash incentive award based upon achievement of financial and personal goals as determined by the Company’s board of directors. Mr. Johnston’s target annual bonus amount will be $600,000, which amount may be increased to up to 200% of the target in the event of extraordinary financial and personal results. The offer letter provides that Mr. Johnston’s bonus for 2021 will not be less than $600,000. Mr. Johnston will also receive a sign-on bonus of $250,000 payable in October of 2021 and subject to his continued employment through such date. In addition, Mr. Johnston will be eligible to receive long-term equity incentive grants with a fair value of $2,200,000, subject to such terms and conditions as may be determined by the Company’s board of directors. In the event Mr. Johnston’s employment is terminated by the Company without cause, he will be entitled to payment of twelve month’s salary plus a prorated annual cash incentive award, subject to Company performance. Mr. Johnston will be subject to customary confidentiality restrictions and a non-solicitation covenant which will apply during the period of his employment and for 12 months thereafter. Mr. Johnston has also entered into a consulting services agreement with the Company, pursuant to which Mr. Johnston will serve as a consultant to the Company from January 18, 2021 until he becomes Chief Financial Officer on February 28, 2021. The consulting agreement provides for Mr. Johnston to receive compensation at an annual rate of $600,000, prorated according to the amount of time Mr. Johnston serves as a consultant.
A copy of a press release announcing Mr. Johnston’s appointed is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
The following exhibits are filed as part of this report:
Forward-Looking Statements
This report on Form 8-K contains forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts, and you can often identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” ��continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “target,” “projects,” “forecasts,” “shall,” “contemplates” or the negative
