UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 16, 2017
Avangrid, Inc.
(Exact name of registrant as specified in its charter)
New York | 001-37660 | 14-1798693 | ||
(State or other jurisdiction of incorporation) |
(Commission File No.) | (IRS Employer Identification No.) | ||
157 Church Street | 06506 | |||
New Haven, Connecticut (Address of principal executive offices) |
(Zip Code) |
(207) 688-6000
(Registrants telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 16, 2017, the Board of Directors (the Board) of Avangrid, Inc. (the Corporation), upon the recommendation of the Compensation, Nominating and Corporate Governance Committee (the Committee) of the Board, adopted an annual cash incentive plan, entitled the Executive Annual Incentive Plan (the Plan), pursuant to the 2016 Omnibus Incentive Plan approved by the shareholders of the Corporation.
The Plan provides executive officers (including the named executive officers as defined in Item 402 of Regulation S-K under the Securities Act of 1933, as amended) and certain other key employees of the Corporation with the opportunity to earn annual incentive compensation through superior management performance and is intended to promote the future growth and success of the company and its affiliates, and enhance the linkage between employee, customer and shareholder interests.
Pursuant to the Plan, each year the Committee will establish, subject to Board approval, a target annual incentive opportunity expressed as a percentage of annual base salary for each Plan participant, which is dependent on the participants position and the scope of responsibilities. Performance under the Plan is measured based on corporate, business level and individual metrics, which are weighted differently for participants based on their respective roles to reflect the areas where each participant has the most significant impact on the Corporations results. The various threshold, target and maximum levels for each performance metric are determined on the basis of key business objectives and expected levels of achievement.
The level of achievement of the corporate metric is the same for each participant under the Plan, including the named executive officers. For 2017, the corporate metrics are net profit, net operating expenses/gross margin, total shareholder return and health and safety incidents. Business and individual metrics are approved at the beginning of each year by the Committee, specific to the participants business area objectives and personal functions and responsibilities. Levels of achievement of the business and individual metrics are measured against these pre-established goals and objectives. Threshold performance is obtained by achieving 80% of the target performance goal and results in 50% payout of the target award for each named executive officer. Maximum performance is obtained by achieving 120% of the target performance goal and results in 150% payout for James P Torgerson and Richard J. Nicholas, 200% payout for Robert D. Kump and Sara J. Burns and Mark S. Lynch.
The foregoing summary of the Plan is qualified in its entirety by reference to the complete text of the Plan, a copy of which is filed with this current report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits . |
Exhibit No. |
Description |
|
10.1 | Executive Annual Incentive Plan. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AVANGRID, INC. | ||
By: | /s/ R. Scott Mahoney | |
Name: | R. Scott Mahoney | |
Title: |
Senior Vice President General Counsel, Secretary and Chief Compliance Officer |
Dated: February 23, 2017
3
EXHIBIT INDEX
Exhibit No. |
Description |
|
10.1 | Executive Annual Incentive Plan. |
4
Exhibit 10.1
AVANGRID, INC.
EXECUTIVE ANNUAL INCENTIVE PLAN
I. | Plan Objective/Description |
The objective of the Executive Annual Incentive Plan (the Plan) is to provide executives and certain other key employees of AVANGRID, Inc. (the Company) and its Affiliates with the opportunity to earn annual incentive compensation through superior management performance. Exceptional performance will promote the future growth and success of the Company and enhance the linkage between employee, rate payer and shareholder interests.
The Plan consists of a payment calculated as a Target Incentive Level Percentage times annualized base salary (prorated for less than a full year of participation) at the end of the Performance Period, adjusted by a percentage based on the levels at which the objectives are achieved. The award is not payable if minimum AVANGRID, Business Area/Corporate Function and aggregate personal performance targets are not met in the aggregate (i.e., at least a satisfactory level of achievement is required for each element).
The Plan is established under the AVANGRID, Inc. Omnibus Incentive Plan (Omnibus Plan) and is subject to all of the applicable terms and conditions of the Omnibus Plan, including, for awards that are intended to qualify as performance based compensation under Section 162(m) of the Internal Revenue Code, Section 10(r) of the Omnibus Plan.
II. | Definitions |
Wherever used in the Plan, unless the context clearly indicates otherwise, the following words and phrases shall have the meanings set forth below:
a. | Administrator shall mean the Companys Board of Directors or a committee to the extent that the Boards powers or authority under the Plan have been delegated to such committee. |
b. | Affiliate shall mean any company which qualifies as a subsidiary corporation or parent corporation of the Company under Section 424 of the Code, or any successor provision, or any other entity in which the Company owns, directly or indirectly, fifty percent (50%) or more of the equity. |
c. | Board shall mean the Board of Directors of AVANGRID, Inc. |
d. | Chairman shall mean the Chairman of AVANGRID, Inc. |
e. | Chief Executive Officer shall mean the Chief Executive Officer (CEO) of AVANGRID, Inc. |
f. | Code shall mean the Internal Revenue Code of 1986, as amended from time to time. |
g. | Participant shall mean an individual who has satisfied the eligibility requirements of Article IV hereof. |
h. | Performance Period shall mean the period commencing January 1 and ending December 31 of the same calendar year for which performance is being measured. |
i. | Plan shall mean the AVANGRID, Inc. Executive Annual Incentive Plan as embodied herein and as amended from time to time. |
j. | Retirement shall mean a Participant who terminates employment and is at least age 55 with at least 10 years of service, with service being measured as elapsed time as an employee of AVANGRID, Inc., the Iberdrola Group, or any predecessor or successor companies. |
2
III. | Administration |
The Plan is administered by the Administrator, who makes all key decisions concerning who may participate, the applicable target percentage, level of objectives attained, and program payouts.
IV. | Eligibility |
Eligibility for participation in the Plan is limited to the CEO of the Company and to officers and other key employees of the Company and its Affiliates. Individuals who are participants in any other annual incentive compensation plan provided by the Company or any of its Affiliates are not eligible to participate in the Plan.
Target and maximum opportunity levels are determined by Human Resources, with target opportunity varying according to grade and/or job title. If the level of opportunity changes during a Performance Period, the incentive award payable under the Plan will be prorated based on length of participation at each level, measured in days.
If during a Performance Period an employee becomes eligible for participation in the Plan, incentive awards payable under the Plan will be determined based on length of participation in the Plan, measured in days, from the day of the month in which the employee becomes eligible for participation in the Plan. If an employee is first deemed eligible to participate in the Plan on or after October 1 of the applicable Performance Period, the employee will commence eligibility effective January 1 of the following Performance Period.
If during any Performance Period a Participant ceases to be an employee of the Company, any of its Affiliates or another company within the Iberdrola Group for any reason other than Retirement, disability or death, such Participant shall not be entitled to receive an award for such Performance Period unless otherwise determined by the Administrator in its sole discretion. In the event of Retirement, disability or death, the Participant (or his or her successor in interest) shall be entitled to a prorated award based on the number of days of participation.
3
If a Participant ceases to be an employee of the Company or an Affiliate during a Performance Period by reason of a transfer of employment to another Affiliate of the Company, such Participant will continue to be eligible to receive an award for such Performance Period. If an employee becomes eligible for the Plan as a result of transferring to AVANGRID, Inc. from a company within the Iberdrola Group:
a. | On or after October 1, the employees full award will be paid by the company from which the employee transferred. |
b. | Prior to October 1, incentive awards payable under the Plan will be determined based on length of participation in the Plan, measured in days, from the day of the month in which the Participant becomes eligible for participation in the Plan. |
If a Participant ceases to be eligible for the Plan as a result of transferring from AVANGRID, Inc. to a company within the Iberdrola Group:
a. | On or after October 1, the Participant will receive an award payable in the final pay period of employment with AVANGRID, Inc., based on a full year of participation and using the prior years objective results. |
b. | Prior to October 1, the Participant will receive an award payable in the final period of his employment with AVANGRID, Inc. based on length of participation in the Plan, measured in days, and using the prior years objective results. |
4
If after the end of a Performance Period, but prior to the payment of the award for such Performance Period, a Participant ceases to be an employee of the Company, or any of its Affiliates for any reason other than Retirement, disability, death, or transfer to a company within the Iberdrola Group, such Participant shall not be entitled to receive an award for such Performance Period unless otherwise determined by the Administrator in its sole discretion.
Individuals entering the Plan during a Performance Period remain eligible to receive prorated awards under other annual incentive compensation plans provided by the Company and its Affiliates for periods prior to their participation in the Plan.
V. | Structure, Performance Measurement and Criteria |
A structure of Company, Business Area/Corporate Function and Personal Objectives shall be defined for each Performance Period. For each of these sections, a certain number of objectives shall be set. Each objective will be assigned a relative weight within the section.
A Satisfactory Level, a Good Level and an Excellent Level of achievement will be established for each of the objectives defined. The Satisfactory Level of AVANGRID objectives in aggregate must be achieved by the Company in order for Participants to be eligible for incentive awards. The Satisfactory Level of Business Area/Corporate Function objectives in aggregate must also be achieved in order for Participants in that Business Area/Corporate Function to be eligible for incentive awards. An individual participant will not receive an award if aggregate Personal Objectives are not met at the Satisfactory Level. If AVANGRID, applicable Business Area/Corporate Function and applicable Personal Objectives are all achieved in the aggregate at least at the Satisfactory Level, the actual objectives levels achieved, at or above the Satisfactory Level, will be used to determine the Participants Incentive Level Percentage and actual award in accordance with the provisions of Articles VII and VIII.
5
Objectives in this Plan will be economic/financial, industrial and operational in nature, aligned with Company objectives. Objectives will be set and approved within the first 90 day of such Performance Period.
a. | The Objectives will be specific, pre-established, and measurable in economic/financial terms, production units, timeframes, etc. Certain Objectives may require evaluation by the CEO of the Company or by other key stakeholders. |
The Objectives will be subject to the following weightings:
AVANGRID |
Business
Area/Corporate Function |
Personal | ||||
CEO |
100% | NA | NA | |||
CEOs Businesses SVPs Corporate Functions |
50% | 40% | 10% | |||
Presidents OPCOs and COO Networks |
30% | 40% | 30% | |||
VPs and other eligible employees |
25% | 35% | 40% |
For each Performance Period, Business Area objectives will be established for each of the major AVANGRID Companies. In addition, objectives will be established for each major AVANGRID Corporate Function.
6
VI. | Objective Setting |
a. | AVANGRID, Inc. |
For each Performance Period, the Administrator will determine the Company Objectives applicable for such Performance Period and ensure alignment with the Companys strategic plan. This includes defining measurement indicators, weighting and expected levels of achievement. The Company Objectives for each Performance Period will be proposed by the CEO and approved by the Administrator.
b. | Business Area/Corporate Function |
The Plans Business Area/Corporate Function Objectives, which correspond to the Business Areas/Corporate Functions for each Performance Period will be established upon a recommendation of the CEO, collaboratively with the Global Leader, and shall be approved by the Administrator. Such Objectives should be reflective of the Company Objectives. These Objectives shall apply to the Business Area/Corporate Function leader for each area.
Other Participants in each Business Area/Corporate Function will have the same Business Area/Corporate Function Objectives as the Business Area/Corporate Function leader to which he or she reports, with exceptions as appropriate and subject to the approvals stated above for the Business Area/Corporate Function Objectives.
c. | Personal Objectives |
Personal Objectives should be related to the personal functions and responsibilities of the Participant and will link to the applicable Business Area/Corporate Function Objectives. The focus of these objectives is not the personal development of the participant. There must be at least two objectives for each Business Area/Corporate Function leader and three objectives for other Participants.
7
i. | Personal Objectives of each Business Area/Corporate Function Leader are established collaboratively with the Global Leader, and shall be approved by the CEO and the Administrator. |
ii. | Personal Objectives for the remaining = Participants shall be established by the Business Area/Corporate Function leaders in conjunction with each of their direct reports with guidance from AVANGRID HR, and approved by the CEO and, to the extent required by Section 162(m) of the Code, the Administrator. |
d. | Timing |
The Satisfactory, Good and Excellent Levels of the Objectives for each Participant for the yearly Performance Period are to be established retroactive to the first of that year, or to the Participants initial eligibility date, whichever is later. Performance objectives for individuals who become eligible to participate in the Plan while the yearly Performance Period is in progress are to be established as soon as practicable following the new participants eligibility, but in no event later than 30 days after such new participant became eligible.
If a Participant changes Business Area/Corporate Functions during a Performance Period, the incentive award payable under the Plan will be prorated based on length of participation, measured in days, as an employee in each Business Area/Corporate Function.
8
VII. | Determination of Incentive Award |
a. | During the month of January following the conclusion of a Performance Period, the CEO and each Business Area/Corporate Function leader, or one or more designees, will assess the level of achievement for each of the Company, Business Area/Corporate Function and Personal Objectives, and report the results to the Companys CHRO. |
b. | The Administrator shall review and approve the results of the objectives for the relevant Performance Period at its February meeting. |
c. | The Companys CHRO or a designee will calculate the individual award payable to each employee on the basis of the objective results. The individual bonus awards will be sent to the Companys Internal Audit department for validation. |
d. | Once validated, the Companys CHRO will inform the CEO, who will prepare a proposal to be submitted to the Administrator for final approval. |
e. | The Administrator will review and approve award calculations proposed by the CEO. Once approved by the Administrator, the Companys CHRO will authorize payment of the bonus by no later than March 15 following the relevant Performance Period, to comply with the IRC Section 409A short-term deferral rule. |
A Participants Incentive Level Percentage award will depend on the objectives level achieved by the Company, the Business Area/Corporate Function and the individual for each Performance Period.
VIII. | Formula for Incentive Award Percentage |
Three levels of achievement will be assigned to each Objective. The percentages which correspond to each level of achievement are as follows:
| Satisfactory: 80% |
| Good: 100% |
| Excellent: 120% |
9
Incentive Award Percentage awarded for each Objective, based on level of achievement of each Objective, is as follows:
| Less than Satisfactory achievement of the objective: Award = 0 |
| Between Satisfactory and Good achievement of the objective: |
Award = (50% + 2.5 x (% achieved 80%)) x Weight of Objective |
| Between Good and Excellent achievement of the objective: |
Award = (100% + 5 x (% achieved 100%)) x Weight of Objective |
| For the former UIL SEICP and EICP participants, between Good and Excellent achievement of the Objective: |
Award = (100% + 2.5 x (% achieved 100%)) x Weight of Objective |
| At or over Excellent achievement of the objective: |
Award = 150% |
| For the former UIL SEICP and EICP participants, the maximum Award = 150% |
To calculate an Incentive Award for a Participant, the Participants cumulative Incentive Award Percentage will be multiplied by the Participants Target Incentive Level and by the Participants annual base salary as of the last day of the Performance Period. The Incentive Award will be rounded to the nearest whole dollar amount.
Final determination of incentive awards will be made by the Administrator following the end of each Performance Period. Distribution of incentive awards will be made by March 15.
IX. | Incentive Award |
Incentive awards may be granted in cash, in AVANGRID, Inc. stock, or in a combination thereof, as determined by the Board. Participants may elect, during the year preceding the Performance Period, to defer up to 100% of any potential cash incentive award pursuant to the Companys Deferred Compensation Plan for Salaried Employees or applicable Affiliate plan. Incentive awards payable under the Plan will not be considered as a component of regular earnings or base compensation for any purpose.
10
X. | Effective Date |
This Plan shall be effective as of January 1, 2017.
XI. | Miscellaneous Provisions |
The Board may at any time suspend, terminate, modify or amend this Plan.
No Participant shall have any claim or right to be granted an award under this Plan. Participation in the Plan shall not be deemed an employment contract.
The Company and its Affiliates shall have the right to deduct from the cash incentive awards made pursuant to this Plan any taxes required by law to be withheld with respect to such cash payments.
In the case of a Participants death, an incentive award shall be made to his or her beneficiary as designated in his or her will, or in the absence of such designation, to the Participants estate.
Except as set forth in the preceding paragraph, a Participants rights and benefits under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, attachment, execution or levy of any kind, either voluntary or involuntary, including any such liability which arises from the Participants bankruptcy or for the support of a spouse or former spouse or for any other relative of the Participant prior to the incentive award actually being received by the person eligible to benefit under the Plan. Any attempt at such prohibited anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, attachment, execution or levy, shall be void and unenforceable except as otherwise provided by law.
11