Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 5, 2022, the Board of Directors (“Board”) of Enerpac Tool Group Corp.
(the “Company”) appointed Anthony P. Colucci as the Company’s Executive Vice
President and Chief Financial Officer effective as of the commencement of Mr.
Colucci’s employment with the Company, which is expected to be on or about May
30, 2022. Mr. Colucci, age 52, has served since June 2020 as Executive Vice
President and Chief Finance and Administrative Officer of Robertshaw Industries,
a global engineering and manufacturing company focused on controls and solutions
for residential white goods and commercial appliances. Prior to joining
Robertshaw, Mr. Colucci served as Senior Vice President and Chief Financial
Officer of Hayward Industries, Inc., a manufacturer of pool equipment and
controls products, from May 2018 to May 2020, and in various positions with
Honeywell International since September 2006, including as Vice President and
Chief Financial Officer of Honeywell Performance Materials & Technologies from
March 2016 to May 2018 and Vice President and Chief Financial Officer of
Honeywell Sensing & Productivity Solutions from September 2011 to March 2016.
Mr. Colucci served in various financial roles with AT&T Wireless from September
1997 until he joined Honeywell. Mr. Colucci received a BS in Accounting and an
MBA from DePaul University.
Upon joining the Company as Executive Vice President and Chief Financial
Officer, Mr. Colucci will receive annual base salary at a rate of $475,000. He
will participate in the Company’s annual bonus program for the fiscal year
ending August 31, 2022, with a target cash bonus equal to 70% of his base
salary, with the actual bonus amount to be prorated based on his period of
service. In addition, Mr. Colucci is to receive an equity award in the form of
time-vesting restricted stock units (“RSUs”) to be granted in connection with
the commencement of his employment with an aggregate grant date fair value of
$120,000. The RSUs will vest, subject to his continued employment, over three
years in equal annual installments. Thereafter, Mr. Colucci will be eligible to
receive annual equity awards consistent with the Company’s normal schedule for
equity award grants to senior executive officers, initially with an aggregate
grant date fair value of $475,000 allocated equally between RSUs and
performance-based restricted stock units.
In connection with the commencement of his employment, Mr. Colucci will receive
a signing bonus of $245,000. He will be required to repay all or some of the
signing bonus in the event he voluntarily terminates his employment with the
Company prior to the fourth anniversary of the date of his commencement of
employment other than for “Good Reason” as defined in the Company’s Senior
Officer Severance Plan (the “Senior Officer Severance Plan”), with the amount of
the required repayment being based on the length of service prior to departure.
Mr. Colucci will be eligible to participate in the employee benefit plans,
programs and policies generally available to the Company’s senior executives,
including group medical, dental, vision and life insurance and other fringe
benefits and vacation, subject to the terms and conditions of such plans,
programs and policies, including a monthly automobile allowance. Compensation
payments to Mr. Colucci will be subject to the Company’s Executive Incentive
Compensation Recoupment Policy (as it may be amended from time to time).
Mr. Colucci will also be eligible to receive in connection with the commencement
of his employment a Change in Control Agreement similar in form to those in
place generally for the Company’s other executive officers and benefits under
the Senior Officer Severance Plan, which are described in the Company’s
definitive proxy statement for its annual meeting of shareholders held on
January 25, 2022, which descriptions are incorporated by reference herein.
The terms of Mr. Colucci’s employment are set forth in a letter agreement dated
May 4, 2022, between Mr. Colucci and the Company, which was signed by Mr.
Colucci on May 4, 2022. The foregoing description of Mr. Colucci’s compensation
is qualified in its entirety by the terms of such letter agreement, which is
filed as Exhibit 10.11 hereto and is incorporated by reference herein
As provided in the Board’s action on May 5, 2022, upon the effectiveness of his
appointment as Executive Vice President and Chief Financial Officer, Mr. Colucci
will be the Company’s principal financial officer, and Bryan R. Johnson, who was
appointed as Interim Principal Financial Officer on April 29, 2022, will cease
serving in that role. At that time, Mr. Johnson will continue to serve as the
Company’s Vice President of Finance and Principal Accounting Officer.
Item 7.01 Regulation FD Disclosure
On May 9, 2022, the Company issued a press release, which is furnished as
Exhibit 99.1 hereto and is incorporated by reference herein.
The information set forth in this Item 7.01 and in Exhibit 99.1 is “furnished”
under Item 7.01 of Form 8-K. Such information shall not be deemed “filed” for
the purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such filing.
Item 9.01 Exhibits (d) Exhibits Exhibit No. Description 10.1 Letter agreement dated May 4, 2022, between Anthony P. Colucci and Enerpac Tool Group Corp. 99.1 Press release dated May 9, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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