Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Executive Vice President, Chief Operating Officer
On January 17, 2024, we issued a press release announcing an organizational consolidation in which we will go from having two divisions to one unified structure that incorporates multiple business units and supporting functions. With this change, we have named Charles R. Wells, IV as Executive Vice President, Chief Operating Officer, effective January 22, 2024, reporting to our Chairman and Chief Executive Officer, William L. Ballhaus.
Mr. Wells, age 51, joined us in November 2021 as Executive Vice President and President of our Microelectronics division. Mr. Wells has more than 25 years’ experience across multiple disciplines including engineering, business development, program management, and executive management. Previously, he served as Vice President and General Manager for the Unmanned & Integrated Solutions Business Unit of Teledyne FLIR with full P&L responsibility while ensuring high levels of product quality and customer satisfaction. Earlier in his career, he worked as a Department of Defense civilian supporting the development and fielding of world-wide C4ISR networks and information systems. He also held positions in Northrop Grumman and ICX Technologies and served as a private consultant for large aerospace and defense companies.
Mr. Wells is party to an offer letter (the “Letter Agreement”), a copy of which will be filed as an exhibit to our Quarterly Report on Form 10-Q for the fiscal quarter ending March 29, 2024. Pursuant to the Letter Agreement, Mr. Wells’ annual compensation will consist of a base salary of $450,000, a target bonus opportunity under our annual incentive plan of 110% of base salary (effective for fiscal 2024), and grants of long-term incentive awards with a target grant date value of $1,400,000 (commencing with the annual grants to be made in August 2024).
In connection with his appointment as Chief Operating Officer, Mr. Wells will also receive promotional long-term incentive awards under our 2018 Stock Incentive Plan with an aggregate value of $500,000. The number of shares covered by the promotion awards will be determined by dividing $500,000 by the average closing price of our common stock during the 30 calendar days prior to the grant date in February 2024. Approximately 55% of the awards will be in the form of performance shares that cliff vest after three years and are contingent upon financial and shareholder return performance criteria. The remaining 45% of the awards will be in the form of time-based restricted shares that vest ratably over three years in equal annual installments.
As a current executive, Mr. Wells has separate agreements with respect to both change in control and non-change in control severance consistent with terms that are currently in effect for our other Executive Vice Presidents. Mr. Wells will also be provided with a $12,000 annual allowance for personal tax and financial planning services on the same terms as are provided to all other executives.
Departure of Executive Vice President, Chief Growth Officer
On January 12, 2024, we notified Christine F. Harbison, our Executive Vice President, Chief Growth Officer, and a named executive officer, that she will depart the Company after a short transition period. Ms.
Harbison will receive severance based on the terms of: (a) our severance benefits agreement for non-CEO executives, (b) her equity awards granted during fiscal 2024, which provide for (i) accelerated vesting of time-based shares that are scheduled to vest during the 12-month period following her departure, and (ii) prorated vesting of performance-based shares through her departure, with the ultimate number of shares that may be earned remaining subject to the applicable performance requirements, and (c) her equity awards granted during fiscal 2023, which have been amended to provide the same severance-based vesting terms as apply to her equity awards granted during fiscal 2024. A copy of the amendments to her fiscal 2023 equity award agreements will be filed as exhibits to our Quarterly Report on Form 10-Q for the fiscal quarter ending March 29, 2024.