Following the completion of 2023, named executive officers are eligible to receive a bonus equal to such named executive officer’s base salary multiplied by the product of the target payout percentage described below and the Aggregate Corporate Performance Bonus Multiplier (as defined below), in each case based on attainment of applicable performance goals, and subject to adjustment up or down, based on individual performance, quality of results or other factors deemed relevant by the Committee.
The “Aggregate Corporate Performance Bonus Multiplier” is a percentage from 0% to 200% determined by the Committee based on achievement of specified performance criteria for each applicable 2023 bonus award. The named executive officers will participate in the 2023 Bonus Program with a target payout equal to the percentage of their respective base salary as set forth below. To be entitled to receive their bonuses, participants generally will be required to continue to be employed by the Company through the date of payment.
The amount awarded to a named executive officer under the Bonus Plan will range between 0% and 200% of the target payout indicated below, based on the extent to which applicable performance criteria are met.
| | | | |
| Name | | Target Payout as a Percentage of Base Salary | |
Ravichandra Saligram | | | 160 | % |
Christopher Peterson | | | 120 | % |
Bradford Turner | | | 100 | % |
Michal Geller | | | 75 | % |
Amendment to Executive Severance Plan
On February 8, 2023, the Board approved an Amendment (the “Amendment”) to the Severance Plan. The Amendment (1) modifies Sections I.b. and II.b. of the Plan to clarify the entitlement of Executives to bonus payments for any completed periods for which bonuses have not been paid as of the date of termination and (2) revises the definition of “Good Cause”, among other things to provide for a thirty day written notice prior to termination for Good Cause and, if such action or conduct is able to be cured, the opportunity to cure the same during such 30-day period. All capitalized terms used in this summary shall have the same meaning set forth in the Plan. The foregoing is qualified in its entirety by reference to the Amendment which is attached hereto as Exhibit 10.4 and is incorporated by reference herein.
Board Committee Appointment
As disclosed on a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on December 1, 2022, Stephanie Stahl was elected to the Company’s Board, effective January 1, 2023. On February 8, 2023, the Board appointed Ms. Stahl to the Nominating/Governance Committee, effective May 15, 2023.
Board of Directors Refreshment
On February 10, 2023, the Company announced a series of steps to refresh the Board and its leadership.
Effective upon the conclusion of the Annual Meeting, Robert A. Steele will be appointed Chairman of the Board and Patrick D. Campbell will continue serving as a member of the Board of Directors, subject in each case to their re-election as directors at the Annual Meeting.
Additionally, Gary Hu has been nominated for election to the Board at the Annual Meeting pursuant to the terms of the Director Appointment and Nomination Agreement by and among the Company and the Icahn Group, dated March 18, 2018 (and amended thereafter) (the “Director Nomination Agreement”). Mr. Hu has served as a portfolio manager for Icahn Capital LP since October 2020. Before joining Icahn Capital LP, Mr. Hu held investment management roles at Silver Point Capital, a credit-focused investment firm, from August 2012 to June 2020, and Stockbridge Investors, a public equity hedge fund affiliate of Berkshire Partners LLC, from August 2010 to August 2012. Mr. Hu currently serves on the boards of directors of International Flavors & Fragrances, Inc., Bausch and Lomb Corp. and Dana Inc. Effective as of the Annual Meeting, the size of the Board will increase to twelve members. If elected, Mr. Hu will serve on the Finance Committee. The Company issued a press release earlier today regarding Board and Chair refreshment, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference.
In connection with the Board’s refreshment actions, the Company entered into a Letter Agreement, dated February 8, 2023 with the Icahn Group (the “Letter Agreement”) that amends the Director Nomination Agreement under which Mr. Campbell was previously elected to the Board as an independent nominee of Carl Icahn, and Courtney Mather and Brett Icahn were previously elected to the Board as designees of Carl Icahn. Pursuant to the terms of the Letter Agreement, Mr. Campbell will no longer be considered a nominee of Carl Icahn, Mr. Mather will replace Mr. Campbell as Carl Icahn’s independent director, and Mr. Hu and Brett Icahn will constitute the Icahn designees. The foregoing summary of the Letter Agreement is qualified in its entirety by reference to the Letter Agreement, a copy of which is attached hereto as Exhibit 99.3 and incorporated by reference herein.
