| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers |
(e) Annual Cash Incentive Agreements.
On June 26, 2019, the Company entered into an annual cash incentive agreement (the “Fiscal 2020 Agreement”) with each of the executive officers listed below, which sets forth the terms and conditions pursuant to which the executive officer may receive an annual cash incentive award for the Company’s fiscal year ending February 29, 2020. The Fiscal 2020 Agreement provides that each such executive officer’s right, subject to review and approval by the Compensation Committee of the Board of Directors, to receive an annual cash incentive award will be determined based on the attainment of certainpre-set performance metrics for fiscal 2020. Any award received will not be taken into account when determining an executive officer’s compensation for purposes of determining benefits under any benefit, pension or retirement plan of the Company, or under any agreement between the Company and the executive officer.
The performance metrics to be used for determining awards under the Fiscal 2020 Agreements for the executive officers listed below are net sales, earnings before taxes and days working capital. The table below sets forth certain information with respect to fiscal 2020 annual cash incentive award payout ranges as a percentage of fiscal 2020 salary for the listed executive officers based on performance at the threshold, target and maximum performance levels.
| | | | | | | | | | |
| | | Fiscal 2020 Annual Cash Incentive Compensation |
Name | | Position | | Payout
Range as a
Percentage of
Salary (%) | | Threshold
Payout as a
Percentage of
Salary
(%)(1) | | Target
Payout as a
Percentage of
Salary
(%)(2) | | Maximum
Payout as a
Percentage of
Salary
(%)(3) |
Joseph F. Puishys | | Chief Executive Officer and President | | 0 – 210.00 | | 0.00 | | 105.00 | | 210.00 |
James S. Porter | | Executive Vice President and Chief Financial Officer | | 0 – 150.00 | | 3.75 | | 75.00 | | 150.00 |
Patricia A. Beithon | | General Counsel and Corporate Secretary | | 0 – 120.00 | | 3.00 | | 60.00 | | 120.00 |
Brent C. Jewell | | Senior Vice President, Business Development and Strategy | | 0 – 120.00 | | 3.00 | | 60.00 | | 120.00 |
Gary R. Johnson | | Senior Vice President and Treasurer | | 0 – 80.00 | | 2.00 | | 40.00 | | 80.00 |
| (1) | Assumes threshold performance level is achieved for only the performance metric with the lowest weighting and is not achieved for any other performance metric. |
| (2) | Assumes target performance level is achieved for all performance metrics. |
| (3) | Assumes maximum performance level is achieved or exceeded for all performance metrics. |
All Fiscal 2020 Agreement payout recommendations are subject to review and approval by the Compensation Committee of the Board of Directors. While the Committee considers and is guided by the amounts that would be payable under the foregoing criteria, it is not bound by these results and may exercise its discretion to pay different amounts.
If an executive officer’s employment with the Company is terminated during the fiscal year as a result of disability or retirement (under circumstances that the Compensation Committee of the Board of Directors determines to qualify as a disability or retirement) or death, then the Compensation Committee of the Board of Directors shall determine, in its sole discretion, whether the executive officer, or the executive officer’s estate, as applicable, will receive apro-rata cash payment after the end of the fiscal year to the extent that the threshold, target or maximum performance level of the performance metric is achieved.
All awards under the Fiscal 2020 Agreement are subject to forfeiture or recoupment if the Board of Directors, in its sole discretion, determines that events have occurred that are covered by the Company’s Clawback Policy and that forfeiture or recoupment is appropriate.
The Fiscal 2020 Agreement used in connection with the fiscal 2020 annual cash incentive awards to executive officers listed above, is attached hereto as Exhibit 10.1.
The Fiscal 2020 Agreement provides that the executive officer must be employed by the Company on the date the Compensation Committee of the Board of Directors determines the amount of the award earned and to be paid out.
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