On February 9, 2023, the Company announced that, effective February 28, 2023, Jeffrey Rutherford will be departing as the Company’s Executive Vice President, Chief Financial Officer. James Barna, age 43, the Company’s current Senior Vice President and Treasurer since September 2021, has been appointed to succeed Mr. Rutherford as Executive Vice President, Chief Financial Officer upon Mr. Rutherford’s departure. Mr. Barna previously served as Vice President and Chief Accounting Officer of the Company from September 2019 to September 2021. Prior to joining the Company, Mr. Barna served as Chief Accounting Officer and Controller at Ferro Corporation.
In connection with his appointment to the role, the Company and Mr. Barna agreed to an offer letter (the “Offer Letter”), dated February 7, 2023, pursuant to which Mr. Barna will receive an annual base salary of $500,000 and will be eligible for annual incentive awards and long-term incentive plan awards. For 2023, the Board of Directors of the Company (the “Board”) set Mr. Barna’s initial annual cash incentive award target at $500,000, which represents 100% of his base salary. Any payout under this incentive award shall be determined by the Board based on the achievement of certain performance goals. In addition, Mr. Barna will be eligible to participate in the Company’s long-term incentive program in the amount of $625,000, which represents 125% of his base salary. Future long-term grants may be awarded in accordance with the Company’s existing programs and practices.
The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter filed as Exhibit 10.1 hereto and incorporated herein by reference.
Mr. Barna will be entitled to participate as a Grade 85 executive in the Company’s Senior Leadership Severance Plan, as amended and restated effective November 7, 2018 and filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (the “SLSP”), which makes severance benefits available to participating executives who are involuntarily terminated without “cause” or who resign from employment due to “good reason” (each as defined in the SLSP), in each case, separate from a change in control and subject to a general release of claims and acknowledgement of the executive’s confidentiality, non-competition and other applicable obligations. Mr. Barna is also eligible to participate in the Company’s Change in Control program and accordingly entered into an Employee Agreement with terms commensurate with similarly situated executives, as set forth in the Form Employee Agreement filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.
There are no arrangements or undertakings between Mr. Barna and any other persons pursuant to which he was selected to serve as the Company’s Executive Vice President and Chief Financial Officer, nor are there any family relationships between Mr. Barna and any of the Company’s directors or executive officers. There are no related-party transactions between the Company and Mr. Barna that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Rutherford’s departure constitutes a “Qualifying Termination” under the SLSP. Subject to (i) delivering to the Company within sixty days of his separation (and not subsequently revoking) a general release of claims in favor of the Company and certain related persons described in the SLSP and (ii) delivering an acknowledgement of his obligations under certain restrictive covenants set forth in Section 4 of the SLSP, Mr. Rutherford will be entitled to the benefits available to a Grade 90 executive under the SLSP with respect to a “Qualifying Termination.” The foregoing description is qualified in its entirety by reference to the full text of the SLSP which is incorporated herein by reference.
Mr. Rutherford’s departure is not the result of any disagreement between Mr. Rutherford and the Company on any matter relating to the operations, policies or practices of the Company or any issues regarding its accounting policies or practices.
