| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of J. Mitchell Dolloff to Chief Operating Officer
On November 6, 2018, the Board appointed J. Mitchell Dolloff to serve as Executive Vice President – Chief Operating Officer, effective January 1, 2019. He will also continue in his current role of President – Specialized Products and Furniture Products until such time as successor segment presidents are appointed. Mr. Dolloff serves at the pleasure of the Board and shall hold office until his death, resignation, retirement or removal or until his successor is appointed.
Mr. Dolloff, age 52, has served the Company as Executive Vice President, President – Specialized Products & Furniture Products since January 1, 2017. He served as Senior Vice President and President of the Specialized Products segment beginning in 2016, and served the Company as Vice President from 2014 to 2015. He also served as President of Automotive Asia from 2011 to 2013, Vice President of the Specialized Products segment from 2009 to 2013, and Director of Business Development for Specialized Products from 2007 to 2009. He has served the Company in various other capacities since 2000. Mr. Dolloff does not have any family relationships with any other director or executive officer of the Company. In addition, there are no related party transactions between the Company and Mr. Dolloff.
In connection with Mr. Dolloff’s appointment to serve as Chief Operating Officer, his 2019 base salary was increased from $512,000 to $600,000, and his 2019 Key Officers Incentive Plan (“KOIP”) Target Percentage was increased from 80% to 100%. Also, Mr. Dolloff’s Performance Stock Unit (“PSU”) award multiple was increased from 250% to 300%. Finally, metrics for his 2019 KOIP Award Formula and the EBIT CAGR performance objective in his 2019 PSU award are expected to be based on the Company’s consolidated results whereas those objectives for 2018 are based on the results of the Specialized Products and Furniture Products segments only. The KOIP Target Percentage and PSU award multiple are more fully described below. The 2019 KOIP Award Formula and the EBIT CAGR performance objective in his 2019 PSU award are expected to be adopted in February 2019.
2019 Base Salaries and Target Percentages for Named Executive Officers Adopted
On November 5, 2018, the Compensation Committee of the Board (the “Committee”) set the base salaries and the KOIP Target Percentages for 2019 for each of our named executive officers. Under the KOIP, an executive officer is eligible to receive a cash award calculated by multiplying his annual base salary at the end of the calendar year by a percentage set by the Committee (the “Target Percentage”), then applying an award formula for that calendar year. The 2019 KOIP Award Formula is expected to be adopted by the Committee in February 2019. Below are the 2018 and 2019 base salaries and Target Percentages for our named executive officers:
| | | | | | | | |
Named Executive Officers | | 2018 Base
Salary | | | 2019 Base
Salary | |
Karl G. Glassman, President and CEO | | $ | 1,225,000 | | | $ | 1,225,000 | |
J. Mitchell Dolloff, EVP, President – Specialized Products & Furniture Products, and COO effective 1/1/2019 | | $ | 512,000 | | | $ | 600,000 | |
Matthew C. Flanigan, EVP and CFO1 | | $ | 572,000 | | | $ | 572,000 | |
Perry E. Davis, EVP, President – Residential Products & Industrial Products | | $ | 512,000 | | | $ | 530,000 | |
Scott S. Douglas, SVP – General Counsel & Secretary | | $ | 380,000 | | | $ | 420,000 | |
| 1 | As previously reported, Mr. Flanigan has announced his intention to retire from the Company, although his actual retirement date has yet to be determined. Once known, the Company will make a subsequent filing disclosing his retirement date. As such, Mr. Flanigan did not receive a base salary adjustment for 2019. |
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