The Board of Directors of the Company expects that Ms. House will be appointed Chief Financial Officer of the Company after a period of transition working with Mr. Lawler. Mr. Lawler will continue solely as Vice Chair after the transition.
In connection with his appointment as Vice Chair of the Company, the Compensation, Talent and Culture Committee of the Company’s Board of Directors (the “Committee”) took the following compensation actions with respect to Mr. Lawler:
•Approved an increase in his annual bonus target to 150% of his unchanged base salary of $1,242,077;
•Approved an increase in his annual stock award target from $4,000,000 to $6,500,000;
•Approved an increase in his Defined Benefit Supplemental Executive Retirement Plan Contribution from 0.8% to 0.9%; and
•Authorized Mr. Lawler to use Company aircraft, subject to the Company’s policies for personal use.
In connection with her appointment as Vice President of Finance, the Committee took the following compensation actions with respect to Ms. House:
•Approved a base salary of $900,000 (pro-rated for the portion of the year Ms. House is employed by the Company);
•Approved an annual bonus target of 125% of her base salary;
•Approved an annual stock award target of $5,000,000, to be paid pursuant to the Company’s 2023 Long Term Incentive Plan. The award will be paid 40% in restricted stock units and 60% in performance stock units with the same terms and conditions as awards made to other officers of the Company as described in the Company’s 2024 Proxy Statement, which was filed with the Securities and Exchange Commission on March 29, 2024; and
•Approved a sign-on bonus of $4,250,000 that will be paid $1,250,000 in cash and $3,000,000 in restricted stock units under the Company’s 2023 Long Term Incentive Plan, with $1,500,000 of such restricted stock units vesting immediately and the remainder vesting on the first anniversary of the grant date.
Ms. House will also be entitled to standard relocation expenses under the Company’s relocation policy for new hires.