Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, in connection with the appointment of Kendall K. Young
and Nicholas R. Balzo as Chief Executive Officer and President and Chief
Financial Officer and Treasurer, respectively, on October 21, 2022, NorthStar
Healthcare Income, Inc. (the "Company") agreed to grant Mr. Young and Mr. Balzo
a one-time, long-term incentive award (each, an "LTIP Award") having a target
value of $3,800,000 and $855,000, respectively, as soon as practicable following
commencement of their employment.
On March 3, 2023, the compensation committee (the "Compensation Committee") of
the board of directors (the "Board") of the Company approved the form of award
agreement for the LTIP Awards (the "Form of LTIP Agreement") and granted the
LTIP Awards in accordance with the Company's Amended and Restated Long Term
Incentive Plan.
Subject to continued employment, the LTIP Awards will vest on December 31, 2025,
with 25% vesting automatically on such date and 75% vesting on such date if and
to the extent certain performance criteria are achieved, and will be paid in
cash. The payout opportunity for the performance component of the LTIP Awards
ranges from zero to 150% of the target value, depending upon the amounts
distributed to stockholders, or available to be distributed to stockholders as
determined by the Board in its sole discretion, over the vesting period. If,
prior to the vesting date, (a) either Mr. Young or Mr. Balzo's employment is
terminated because of his death or disability, by the Company without cause or
by him for good reason, a pro rata portion of his respective award will vest or
(b) a change of control occurs, the award will vest and be paid following the
change of control based on the level of achievement of the performance goal as
of the change of control.
The foregoing description of the LTIP Awards does not purport to be complete and
is subject to, and qualified in its entirety by, the full text of the Form of
LTIP Agreement, which is attached as Exhibit 10.1 to this Current Report on Form
8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 F orm of Lon g-Term Incentive Award Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)
2
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses