| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 16, 2023, 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 and discretionary performance assessment metrics for certain participants in the plan, including, without limitation, the Chief Executive Officer of the Corporation and 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 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 will be filed by the Corporation as an exhibit to its quarterly report on Form 10-Q for the quarterly period ending March 31, 2023.
In addition, on February 16, 2023, the Board, upon the recommendation of its Compensation and Nominating Committee, granted awards of phantom share units under the Corporation’s Amended and Restated Avangrid, Inc., Omnibus Incentive Plan to certain key executives and employees of the Corporation (including the “named executive officer” of the Corporation as defined in Item 402 of Regulation S-K under the Securities Act of 1933, as amended, listed below (the “Named Executive Officer”), which were intended to reward them for their service, incentivize continued performance, encourage retention of services, and align their interests with those of the Corporation’s shareholders. The grants will vest in three equal installments on February 16, 2024, February 16, 2025, and February 15, 2026, respectively, and will be settled in a cash amount equal to the number of phantom share units multiplied by the closing share price of the Corporation’s common stock on the respective vesting dates, subject to continued employment.
| | | | |
Name | | Phantom Share Units | |
Catherine S. Stempien | | | 8,000 | |
R. Scott Mahoney | | | 8,000 | |
Patricia Cosgel | | | 4,500 | |
The foregoing description of the phantom share unit grants are only a summary of the material provisions of such grants, does not purport to be complete, and is qualified in its entirety by reference to the phantom share unit agreements entered into with each grantee, the form of which was filed as Exhibit 10.1 to the Corporation quarterly report on Form 10-Q for the quarterly period ending March 31, 2022.
| Item 5.08 | Shareholder Director Nominations. |
The Board has established June 13, 2023 as the date of the Corporation’s 2023 Annual Meeting of Shareholders (the “Annual Meeting”) and April 14, 2023 as the record date for determining shareholders entitled to notice of, and to vote at, the Annual Meeting.
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