Allegion plc (Form: 8-K, Received: 02/15/2022 06:48:05)

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 – February 14, 2022

(Date of earliest event reported)

____________________________________________

ALLEGION PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

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Ireland	001-35971	98-1108930
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Block D

Iveagh Court

Harcourt Road

Dublin 2, Ireland

(Address of principal executive offices, including zip code)

(353)(1) 2546200

(Registrant’s phone number, including area code)

N/A

(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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of exchange on which registered
Ordinary shares, par value $0.01 per share	ALLE	New York Stock Exchange
3.500% Senior Notes due 2029	ALLE 3 ½	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 15, 2022, Allegion plc (the “Company”) made the following announcements:

•CFO transition. Patrick S. Shannon, Senior Vice President and Chief Financial Officer, has announced he will retire from his position as the Company’s Chief Financial Officer effective March 1, 2022 (the “Effective Date”). After the Effective Date, he will remain with the Company through a transition period and retire from the Company by September 2, 2022. During this transition period, Mr. Shannon will serve as Senior Vice President and continue to report to Mr. Petratis. There are no material changes to Mr. Shannon’s compensatory arrangement as a result of his planned retirement.

•CFO appointment. Michael J. Wagnes, Vice President and General Manager, Commercial Americas, has been appointed to the position of Senior Vice President and Chief Financial Officer, effective March 1, 2022, succeeding Mr. Shannon. Mr. Wagnes, age 48, has been with Allegion and the former Ingersoll Rand (prior to Allegion’s spin in 2013) since 2006. He has been serving as Vice President and General Manager, Commercial Americas since January 2020, and was previously Treasurer from 2013 and Vice President – Investor Relations and Treasurer from August 2016 till January 2020.

Upon assuming his new position, Mr. Wagnes will receive, as approved by the Compensation and Human Capital Committee of the Board, a base salary with an annualized amount of $500,000 and will be eligible to receive an annual cash incentive award with a target opportunity of 75% of his base salary. He will also be eligible to receive an annual long-term incentive award valued at $1 million when the Company next grants such awards to eligible employees, with 50% of the award’s value granted in the form of Performance Stock Units (“PSUs”), 25% of the award’s value granted in the form of Restricted Stock Units (“RSUs”), and 25% of the award’s value granted in the form of stock options, in accordance with the Company’s practice for structuring such awards for executive officers, and as described in the Company’s 2021 proxy statement. Mr. Wagnes will also receive a financial and tax planning services allowance of up to $12,000 annually and be eligible to participate in the executive health program in an amount not to exceed $2,000 annually. Mr. Wagnes will also participate in the Allegion Change in Control Plan. Mr. Wagnes’ offer letter is attached as Exhibit 10.1 and incorporated herein by reference. Additional information about Allegion’s executive compensation program can be found in its 2021 proxy statement.

There are no arrangements or understandings between Mr. Wagnes and any other person pursuant to which he was appointed to serve as the Company’s principal financial officer. There is no transaction between Mr. Wagnes (or his immediate family) and the Company that requires disclosure in accordance with Item 404(a) of Regulation S-K.

A copy of the press release regarding the above senior leadership transitions is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On February 15, 2022, the Company also made the following announcement:

•CAO transition and appointment. Nickolas A. Musial, Vice President of Finance, Allegion Americas, has been appointed to the position of Vice President, Controller and Chief Accounting Officer, effective March 1, 2022, succeeding Douglas P. Ranck, who is retiring from the Company. Mr. Musial, age 41, has been with the Company since 2013. He has been serving as Vice President of Finance, Allegion Americas since 2017, and was previously Director of External Reporting from 2013 till May 2016 and Vice President, Audit from May 2016 till August 2017.

Upon assuming his new position, Mr. Musial will receive, as approved by the Compensation and Human Capital Committee of the Board, a base salary with an annualized amount of $290,000 and will be eligible to receive an annual cash incentive award with a target opportunity of 50% of his base salary. He will also

be eligible to receive an annual long-term incentive award valued at $180,000 when the Company next grants such awards to eligible employees, in accordance with the Company’s practice for structuring such awards for similarly situated employees within the Company. Mr. Musial will also receive a financial and tax planning services allowance of up to $10,000 annually and be eligible to participate in the executive health program in an amount not to exceed $2,000 annually. Mr. Musial will also participate in the Allegion Change in Control Plan.

There are no arrangements or understandings between Mr. Musial and any other person pursuant to which he was appointed to serve as the Company’s principal accounting officer. There is no transaction between Mr. Musial (or his immediate family) and the Company that requires disclosure in accordance with Item 404(a) of Regulation S-K.


Item 7.01			Regulation FD

The Company also announced that David S. Ilardi, General Manager, Allegion Home, has been appointed to the position of Senior Vice President – Allegion Americas, effective March 1, 2022, reporting to Mr. Petratis. Mr. Ilardi succeeds Luis Orbegoso, former Senior Vice President – Allegion Americas, who left the Company to pursue other opportunities.


Item 9.01			Financial Statements and Exhibits

(d) Exhibits


Exhibit No.						Description

10.1						M. Wagnes Offer Letter dated February 14, 2022
99.1						Press Release of Allegion plc dated February 15, 2022
104						Cover Page Interactive Data File (embedded within the Inline XBRL document in Exhibit 101)

SIGNATURE

Pursuant to the requirements of Section 12 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.


		ALLEGION PLC (Registrant)

Date:	February 15, 2022	/s/ Hatsuki Miyata
		Hatsuki Miyata Secretary

February 14, 2022

Mr. Michael Wagnes

[address]

Dear Michael:

Congratulations! On February 14, 2022, Allegion’s Board of Directors approved your appointment as Senior Vice President – Chief Financial Officer, wherein you will report directly to me, effective on March 1, 2022. This position will be located in Carmel, Indiana.

The compensation, benefits and other aspects of your offer are outlined below and will become effective on March 1, 2022:

1.Your annual base salary will increase from $334,750 to $500,000, which will be paid biweekly.

2.You will become eligible to participate in the Allegion Corporate - Annual Incentive Plan (“AIP”) and your annual opportunity will be targeted at 75% of your base salary. The actual award that you may receive can range from 0% to 200% of the targeted amount depending upon your performance and the performance of Allegion.

3.Your annual Allegion equity award target will increase from $200,000 to $1,000,000 and your award will be delivered in the form of performance share units (50%), restricted stock units (RSUs) (25%) and stock options (25%).

4.You will continue to be eligible to participate in all applicable benefit programs offered to Allegion salaried employees in accordance with the terms and conditions of those programs including qualified and non-qualified 401k plans.

5.You will be eligible to participate in the following programs offered to Officers of Allegion:

a.Financial Counseling: You will be eligible for reimbursement of tax, estate and financial planning services in an amount not to exceed $12,000, annually.

b.Executive Health Program: You will continue to be eligible to participate in the executive healthcare reimbursement program in an amount not to exceed $2,000, annually.

6.You will continue to be eligible for unlimited Paid Time Off (PTO) per our policy.

7.Stock Ownership: Based on your role in Allegion, you are restricted from transactions involving Allegion securities (for example, exercising options, or buying or selling ordinary shares or debt securities on the open market) except during designated window periods. You are also required to obtain pre-clearance from Legal (Jeff Braun or Hatsuki Miyata) prior to transacting in any Allegion shares/securities. Furthermore, you will be required to comply with the Allegion executive stock ownership requirements, which is 3 times your annual base salary ($1,500,000) for your role. You will have 5 years to reach this ownership level.

8.Change in Control: Effective February 14, 2022, the Compensation Committee of the Board of Directors has approved your participation in the Allegion Change in Control Plan (“CIC Plan”). In addition to other certain benefits, more fully set forth within the CIC Plan, the CIC Plan generally provides severance payment and enhanced coverage under certain benefit plans in the event of a loss of job due to a Covered Termination (as defined and in accordance with the CIC Plan). Your severance payment under the CIC plan is 2.0 times your base salary plus your annual incentive target. You will separately be provided with a copy of this agreement for your acceptance.

This offer is contingent upon your acceptance of the enclosed Proprietary Information agreement and the Non-Compete agreement. To accept this offer, please sign the Proprietary Information agreement, the Non-compete agreement, and this letter as indicated under the Candidate Acceptance section below and return all documents to Jennifer Preczewski, VP – Human Resources.

Please understand that this letter does not constitute a contract of employment for any specific period of time but will create an “employment at-will” relationship. This means that the employment relationship may be terminated with or without cause and with or without notice at any time by you or Allegion. Allegion reserves the right to modify or amend the terms of your employment at any time for any reason. This document does not create an express or implied contract of employment.

Michael, we believe that you will continue to make a significant contribution to Allegion and look forward to receiving your acceptance.

Sincerely,

Dave Petratis

Chairman, President and Chief Executive Officer

cc: Jennifer Preczewski, VP – Human Resources

Attachments:

•Non-Compete Agreement

•Proprietary Agreement

•Stock Ownership Guidelines

CANDIDATE ACCEPTANCE

I accept your offer of employment with Allegion as Senior Vice President – Chief Financial Officer and agree to the conditions in the offer letter.


/s/ Michael Wagnes						February 14, 2022
Michael Wagnes						Date

NEWS RELEASE

Allegion Announces Senior Leadership Appointments and CFO Retirement

Experienced Leaders Named to Support Business Growth

Michael Wagnes Appointed SVP, Chief Financial Officer

David Ilardi Appointed SVP, Allegion Americas

DUBLIN (Feb. 15, 2022) – Allegion plc (NYSE: ALLE), a leading global provider of security products and solutions, today announced the appointment of Michael (Mike) Wagnes, as senior vice president and chief financial officer (CFO), effective March 1, 2022. He succeeds Patrick Shannon in that role, who has announced plans to retire by Sept. 2, 2022 and will serve as an advisor during the transition.

In his 15 years at Allegion (and formerly Ingersoll Rand), Wagnes has gained broad experience in finance and business leadership. He has been vice president and general manager of Commercial Americas since 2020, with P&L responsibility for Allegion’s largest strategic business unit which encompasses industry-leading brands like Von Duprin, LCN and Schlage commercial locking and access solutions. Prior to that role, Wagnes served as the company’s treasurer for seven years and led investor relations for four years. Earlier, he led finance for the Americas and held roles in accounting and audit, including at PwC.

Allegion also announced that David (Dave) Ilardi has been appointed senior vice president of Allegion Americas, effective March 1, 2022, succeeding Luis Orbegoso, who has stepped down to pursue opportunities outside Allegion. Ilardi, who joined the company in 2002, has been general manager of the Allegion Home strategic business unit since 2019, with P&L ownership for Allegion Americas’ residential business and the flagship Schlage portfolio of residential solutions. Earlier, he served as the CEO’s chief of staff, managing the Allegion Operating System and leading business transformation initiatives. Ilardi is a 20-year veteran with in-depth experience in residential and non-residential markets, including leadership roles in sales, marketing, global supply chain, market intelligence, and portfolio management.

“Mike and Dave are strong leaders who know our company well and have a successful track record of working well with customers, channel partners, integrators, and the investment community,” said David D. Petratis, Allegion chairman, president and CEO. “They have done a stellar job steering their business units through the complexities of the pandemic, mitigating supply chain constraints, and leading teams through change. We are thrilled to have them join our executive leadership team.”

Petratis continued: “As a founding member of our senior leadership team, Patrick was instrumental in our spin-off and subsequent success. During Patrick’s tenure, we refreshed the business strategy around seamless access and pursued a focused capital allocation strategy, including more than 20 acquisitions and investments which expanded the core business and are fueling growth. Patrick’s dedication and intimate knowledge of our business have been

NEWS RELEASE

integral in delivering continued innovation, shareholder value and operational excellence. It has been a pleasure to work with Patrick, and we wish him the very best in his retirement.”

“It has been an honor to serve as Allegion’s CFO,” said Shannon. “Over that time, we successfully spun off from Ingersoll Rand and became an industry leader. With a strong financial foundation firmly in place and highly capable leaders around the globe, I believe now is the right time for me to retire. The finance organization will be in good hands with Mike at the helm, and I look forward to working with him through the transition.”

In a separate press release, Allegion reported its full-year 2021 performance. For more on the company’s 2021 results, refer to the corporate website newsroom.

About Allegion

Allegion (NYSE: ALLE) is a global pioneer in seamless access, with leading brands like CISA®, Interflex®, LCN®, Schlage®, SimonsVoss® and Von Duprin®. Focusing on security around the door and adjacent areas, Allegion secures people and assets with a range of solutions for homes, businesses, schools and institutions. Allegion had $2.9 billion in revenue in 2021, and its security products are sold around the world.

For more, visit www.allegion.com.

Media:

Doshia Stewart – Vice President, Global Corporate Communications

+1.317.810.3512

Doshia.Stewart@allegion.com or PR@allegion.com

Analyst :

Tom Martineau – Vice President, Investor Relations, and Treasurer

+1.317.810.3759

Tom.Martineau@allegion.com

Source: Allegion plc