Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 10, 2020, the Compensation and Human Capital Committee of the Board
of Directors of Ocwen Financial Corporation (Ocwen or the Company) granted
one-time long-term incentive awards to certain of the Company's executive
officers and modified components of the Company's other compensation programs
and arrangements.
The one-time long-term incentive awards were granted in the form of a cash
payment representing 70% of the award amount and cash-settled restricted stock
units representing 30% of the award amount, vesting in both instances 18 months
from the grant date provided the recipient remains employed on the vesting date,
subject to certain conditions. Named executive officers received long-term
incentive awards in the following amounts: Scott Anderson, Chief Servicing
Officer, $500,000; Timothy Yanoti, Chief Growth Officer, $450,000; Dennis
Zeleny, Chief Administrative Officer, $370,000; and June Campbell, Chief
Financial Officer, $340,000.
The Committee also approved a modification to the 2020 Annual Incentive Plan for
all participating employees to provide that, in the event of a change in control
of the Company, 2020 Annual Incentive Plan compensation will be paid at the
greater of actual or target performance levels.
In addition, on September 15, 2020, the Committee restored Chief Executive
Officer Glen Messina's incentive compensation targets to the terms agreed to in
his offer letter upon joining Ocwen in October 2018. In February 2019, in
furtherance of the Company's cost re-engineering efforts, Mr. Messina
volunteered to reduce his 2019 and 2020 target total compensation by
approximately 20% by reducing his annual cash target incentive from $1,350,000
to $1,125,000 and reducing his annual long-term incentive equity target from a
target value of $3,150,000 to $2,250,000. Mr. Messina's annual cash incentive
target will be restored on a prorated basis for the remainder of the year
effective October 1, 2020 and the restoration of his long-term equity target
will be effective for 2021. The Committee also provided that in the event Mr.
Messina's employment is terminated without cause, or he resigns for good reason,
within two years following a change in control of the Company, he will be
entitled to severance compensation equivalent to two years of base salary,
target bonus, and COBRA benefits, in addition to continued bonus eligibility as
outlined in his offer letter.
The Committee also approved a modification to Mr. Zeleny's compensation
arrangement pursuant to which his target total compensation will be increased by
4%, or $42,500 annually, with a reduction in the proportion of compensation
payable in restricted stock units and an increase in the proportion payable as
base salary and cash incentive compensation.
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