| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 31, 2022, Dennis V. Arriola notified Avangrid, Inc. (the “Corporation”) of his resignation from the Board of Directors (the “Board of Directors”) of the Corporation, effective as of the same date. At the time of his resignation, Mr. Arriola served as a member of the Executive Committee of the Board of Directors.
On June 2, 2022, the Board of Directors (the “Board”) of Avangrid, Inc. (the “Corporation”), upon the recommendation of its Compensation, Nominating and Corporate Governance Committee (the “Committee”), adopted an amendment to the Amended and Restated Executive Variable Pay Plan, which is the Corporation’s annual cash incentive plan providing executive officers (including the “named executive officers” as defined in Item 402 of Regulation S-K under the Securities Act of 1933, as amended) and certain other key employees of the Corporation with the opportunity to earn annual incentive compensation through superior management performance and is intended to promote the future growth and success of the Corporation and its affiliates, and enhance the linkage between employee, customer and shareholder interests.
The amendments approved and reflected in the amendment and restatement of the Amended and Restated Executive Variable Pay Plan (the “Amended and Restated Plan”) are intended to adjust the weighting of the corporate and business area performance metrics for certain participants in the plan, including, without limitation, the Chief Executive Officer of the Corporation, to incorporate a new discretionary performance assessment by the Board with respect to the Chief Executive Officer of the Corporation and by the Chief Executive Officer with respect to certain other participants (including certain “named executive officers”). Each year, a maximum annual incentive opportunity expressed as a percentage of annual base salary is established for each participant, which is dependent on each such participant’s position and the scope of responsibilities. Performance under the Amended and Restated Plan is measured based on achievement of the corporate metrics, the applicable business area and individual metrics, and the new discretionary performance assessment, if applicable, each of which are weighted differently for participants based on their respective roles to reflect the areas where each participant has the most significant impact on the Corporation’s results.
The foregoing summary of the Amended and Restated Plan is qualified in its entirety by reference to the complete text of the plan, a copy of which is filed with this current report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
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