Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
New Executive Officer of the Company
Executive Vice President ("EVP") of Nuclear and Technical Services
On
Mr.
There is no family relationship between
There are no transactions involving
Executive Compensation: Salary
On
? Annual base salary forMark Duff , CEO and President, was increased to$344,400 from$287,000 . ? Annual base salary forBen Naccarato , who was promoted to EVP and CFO from VP and CFO, was increased to$280,000 from$235,231 ; and ? Annual base salary forAndy Lombardo , who was promoted to EVP of Nuclear and Technical Services as discussed above, was increased to$280,000 from$258,662 , which was the amount thatMr. Lombardo was receiving prior to being named an executive officer of the Company. 2
Management Incentive Plans ("MIPs")
On
The performance compensation payable under each MIP for the CEO, CFO and EVP of Strategic Initiatives is based upon meeting certain corporate revenue, earnings before interest, taxes, depreciation and amortization ("EBITDA"), health and safety, and environmental compliance (permit and license violations) targets and objectives during fiscal year 2020 from our operations, with such targets and objectives approved by the Company's Board. The performance compensation payable under the MIP for the EVP of Nuclear and Technical Services is based upon meeting certain corporate revenue, EBITDA, health and safety, and cost performance index ("CPI") (a metric used in measuring project performance) The Compensation Committee believe performance compensation payable under each of the MIPs should be based on achievement of EBITDA, a non-GAAP (Generally Accepted Accounting Principles) financial measurement, as the Company believes that this target provides a better indicator of operating performance as it excludes certain non-cash items. EBITDA has certain limitations as it does not reflect all items of income or cash flows that affect the Company's financial performance under GAAP.
Performance compensation is paid on or about 90 days after year-end, or sooner, based on finalization of our audited financial statements for 2020.
The Compensation Committee retains the right to modify, change or terminate each MIP and may adjust the various target amounts described below, at any time and for any reason.
The total paid to the CEO, CFO, EVP of Strategic Initiatives and EVP of Nuclear and Technical Services will not exceed 50% of the Company's pre-tax net income prior to the calculation of performance compensation.
Each MIP is briefly described below, and the descriptions contained herein are qualified by reference to the respective MIPs attached as exhibits 99.1 to 99.4 to this Report.
CEO MIP:
2020 CEO performance compensation is based upon meeting certain corporate revenue, EBITDA, health and safety, and environmental compliance (permit and license violations) objectives during fiscal year 2020 from our operations. At achievement of 60% to 110% of each of the revenue and EBITDA targets, the potential performance compensation is payable at 5% to 50% of the CEO's 2020 base salary. For this compensation, 60% is based on the EBITDA goal, 10% on the revenue goal, 15% on the number of health and safety claim incidents that occur during fiscal year 2020, and the remaining 15% on the number of notices alleging environmental, health, or safety violations under our permits or licenses that occur during the fiscal year 2020. At achievement of 111% to 150%+ of each of the revenue and EBITDA targets, the potential performance compensation is payable at 75% to 150% of the CEO's 2020 base salary. For this compensation, the amount payable is based on the four objectives noted above, with the payment of such performance compensation being weighted more heavily toward the EBITDA objective. No performance incentive compensation will be payable to the CEO for achieving the health and safety, permit and license violation, and revenue targets unless a minimum of 60% of the EBITDA target is achieved. Each of the revenue and EBITDA components is based on our Board-approved revenue target and EBITDA target. The 2020 target performance incentive compensation for our CEO is as follows:
Annualized Base Pay:$ 344,400
Performance Incentive Compensation Target (at 100% of MIP):
$ 516,600 3 CFO MIP:
2020 CFO performance compensation is based upon meeting certain corporate revenue, EBITDA, health and safety, and environmental compliance (permit and license violations) objectives during fiscal year 2020 from our operations. At achievement of 60% to 110% of each of the revenue and EBITDA targets, the potential performance compensation is payable at 5% to 50% of the CFO's 2020 base salary. For this compensation, 75% is based on EBITDA goal, 10% on revenue goal, 7.5% on the number of health and safety claim incidents that occur during fiscal year 2020, and the remaining 7.5% on the number of notices alleging environmental, health or safety violations under our permits or licenses that occur during the fiscal year 2020. Upon achievement of 111% to 150%+ of each of the revenue and EBITDA targets, the potential performance compensation is payable at 65% to 100% of the CFO's 2020 base salary. For this compensation, the amount payable is based on the four objectives noted above, with the payment of such performance compensation being weighted more heavily toward the EBITDA objective. No performance incentive compensation will be payable to the CFO for achieving the health and safety, permit and license violation, and revenue targets unless a minimum of 60% of the EBITDA target is achieved. Each of the revenue and EBITDA components is based on our Board approved revenue target and EBITDA target. The 2020 target performance incentive compensation for our CFO is as follows:
Annualized Base Pay:$ 280,000
Performance Incentive Compensation Target (at 100% of Plan):
$ 420,000
EVP of Strategic Initiatives MIP:
2020 EVP of Strategic Initiatives performance compensation is based upon meeting certain corporate revenue, EBITDA, health and safety, and environmental compliance (permit and license violations) objectives during fiscal year 2020 from our operations. At achievement of 60% to 110% of each of the revenue and EBITDA targets, the potential performance compensation is payable at 5% to 50% of the EVP of Strategic Initiatives' 2020 base salary. For this compensation, 75% is based on EBITDA goal, 10% on revenue goal, 7.5% on the number of health and safety claim incidents that occur during fiscal year 2020, and the remaining 7.5% on the number of notices alleging environmental, health or safety violations under our permits or licenses that occur during the fiscal year 2020. Upon achievement of 111% to 150%+ of each of the revenue and EBITDA targets, the EVP of Strategic Initiatives' potential performance compensation is payable at 65% to 100% of the EVP of Strategic Initiatives' 2020 base salary. For this compensation, the amount payable is based on the four objectives noted above, with the payment of such performance compensation being weighted more heavily toward the EBITDA objective. No performance incentive compensation will be payable to the EVP of Strategic Initiatives for achieving the health and safety, permit and license violation, and revenue targets unless a minimum of 60% of the EBITDA target is achieved. Each of the revenue and EBITDA components is based on our board approved revenue target and EBITDA target. The 2020 target performance incentive compensation for our EVP of Strategic Initiatives is as follows:
Annualized Base Pay:$ 233,336
Performance Incentive Compensation Target (at 100% of Plan):
$ 350,004 4
EVP of Nuclear and Technical Services MIP:
2020 EVP of Nuclear and Technical Services performance compensation is based upon meeting certain corporate revenue, EBITDA, health and safety, and CPI objectives during fiscal year 2020 from our operations. At achievement of 60% to 110% of each of the revenue and EBITDA targets, the potential performance compensation is payable at 5% to 50% of the EVP of Nuclear and Technical Services' 2020 base salary. For this compensation, 60% is based on EBITDA goal, 10% on revenue goal, 15% on CPI goal and the remaining 15% on the number of health and safety claim incidents that occur during fiscal year 2020. Upon achievement of 111% to 150%+ of each of the revenue and EBITDA targets, the EVP of Nuclear and Technical Services' potential performance compensation is payable at 65% to 100% of the EVP of Nuclear and Technical Services' 2020 base salary. For this compensation, the amount payable is based on the four objectives noted above, with the payment of such performance compensation being weighted more heavily toward the EBITDA objective. No performance incentive compensation will be payable to the EVP of Nuclear and Technical Services for achieving the health and safety, CPI target, and revenue targets unless a minimum of 60% of the EBITDA target is achieved. Each of the revenue and EBITDA components is based on our Board approved revenue target and EBITDA target. The 2020 target performance incentive compensation for our EVP of Nuclear and Technical Services is as follows:
Annualized Base Pay:$ 280,000
Performance Incentive Compensation Target (at 100% of Plan):
$ 420,000
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description 99.1 2020 Management Incentive Plan for Chief Executive Officer, approvedJanuary 16, 2020 , but effectiveJanuary 1, 2020 . 99.2 2020 Management Incentive Plan for Chief Financial Officer, approvedJanuary 16, 2019 , but effectiveJanuary 1, 2020 . 99.3 2020 Management Incentive Plan for EVP of Strategic Initiatives, approvedJanuary 16, 2020 , but effectiveJanuary 1, 2020 . 99.4 2020 Management Incentive Plan for EVP of Nuclear and Technical Services, approvedJanuary 16, 2020 , but effectiveJanuary 1, 2020 . 5
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