Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors (the “Board”) of Advanced Energy Industries, Inc. (the “Company”) appointed Neil D. Brinker as President of the Company, effective on May 20, 2020. Mr. Brinker, 44, joined the Company in June 2018 as its Executive Vice President & Chief Operating Officer. Previously, Mr. Brinker served as a Group President at IDEX Corporation (“IDEX”), from July 2015, and was Platform President of IDEX’s Material Processing Technologies from May 2014 to July 2015 and General Manager of IDEX’s Fluid Management business from April 2012 to May 2014. Mr. Brinker will also continue to serve in his current role as Chief Operating Officer of the Company.
Yuval Wasserman, who previously served as President and Chief Executive Officer of the Company until Mr. Brinker’s appointment, will continue as Chief Executive Officer of the Company. Mr. Brinker, in his capacity as President and Chief Operating Officer of the Company, will continue to report to the Company’s Chief Executive Officer, Mr. Wasserman.
In connection with Mr. Brinker’s promotion to the position of President, the Compensation Committee of the Board (the “Compensation Committee”) approved an increase in Mr. Brinker’s annual base salary from $475,000 to $550,000 (the “New Base Salary”). As a result of the continued spread of COVID-19, the Company previously postponed merit increases for the base salaries of its named executive officers, including Mr. Brinker. Accordingly, Mr. Brinker’s actual post-promotion annual base salary will be $512,750 and is expected to be increased to the New Base Salary when merit increases for annual base salaries are reinstituted. In addition, the Compensation Committee approved an increase in Mr. Brinker’s (a) annual cash bonus target opportunity under the Company’s 2020 Short Term Incentive Plan from 70% to 75% and (b) long term incentive opportunity under the Company’s 2020 Long Term Incentive Plan from $1.1 million to $1.5 million, in both cases, with such increased amounts being pro-rated to reflect the period from May 20, 2020 to December 31, 2020.
There are no arrangements or understandings between Mr. Brinker and any other persons pursuant to which Mr. Brinker was named President of the Company. There are no family relationships between Mr. Brinker and any of the Company’s directors, executive officers or persons nominated or chosen by the Company to become a director or executive officer, and Mr. Brinker is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective as of May 19, 2020, the Board approved an amendment and restatement of the Company’s Amended & Restated By-Laws (as amended, the “Second Amended & Restated By-Laws”) to: (i) make minor clerical edits; and (ii) better reflect the allocation of responsibilities and duties between the Chief Executive Officer and the President, including, but not limited to, amendments to clarify that:
● The Chief Executive Officer, as opposed to the President, is permitted to call a special meeting of the stockholders;
● In the absence of a Chairman of the Board, the Chief Executive Officer, as opposed to the President, will preside over annual and special meetings of the stockholders;
● The Chief Executive Officer, as opposed to the President, will receive written resignations from directors and other executive officers;
● The Chief Executive Officer, as opposed to the President, is permitted to call a special meeting of the Board;
● In the absence of a Chairman of the Board, the Chief Executive Officer, as opposed to the President, will preside over meetings of the Board;
● The Chief Financial Officer reports to the Chief Executive Officer, as opposed to the President; and
● That the Chief Executive Officer, as opposed to the President, is permitted to remove any officer from office at any time, either with or without cause.
