Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 4, 2022, 3D Systems Corporation (the “Company”) announced the
appointment of Mr. Michael Turner as the Company’s Executive Vice President and
Chief Financial Officer, effective August 29, 2022. Mr. Turner will succeed Mr.
Wayne Pensky, who has served as the Company’s Interim Chief Financial Officer
since May 21, 2022. Mr. Pensky will continue as the Company’s Interim Chief
Financial Officer through August 28, 2022.
Mr. Turner, age 47, is currently the Chief Financial Officer of Innovative
Chemical Products, a leading developer and manufacturer of specialty coatings,
adhesives, and sealants serving major industrial and construction end markets.
Prior to joining Innovative Chemical Products in May 2021, he was a finance
executive at the publicly traded chemical company Albemarle Corporation from
April 2015 to May 2021. At Albemarle Corporation, Mr. Turner’s roles included
business unit Chief Financial Officer, Vice President of Corporate FP&A, and
Finance Leader for the company’s global Enterprise Resource Planning technology
implementation. Mr. Turner’s 20-plus year finance career also includes financial
leadership positions as divisional and corporate controller at FMC Corporation
and Polypore International, respectively.
In connection with his appointment, the Company entered into an employment
agreement with Mr. Turner (the “Employment Agreement”), dated August 4, 2022,
pursuant to which he will serve as the Company’s Executive Vice President and
Chief Financial Officer. Under the terms of the Employment Agreement, approved
by the Compensation Committee of the Board of Directors, Mr. Turner will receive
the following compensation:
· a base salary of $450,000 per annum, which will be pro-rated for 2022;
· a bonus objective not less than 60% of Mr. Turner’s base salary subject to the
terms of the Company’s annual bonus program, which will be pro-rated for 2022;
· a signing bonus of $225,000, provided that Mr. Turner is not terminated for
Cause within the first 24 months of his employment with the Company; and
· a time-based restricted stock award for a number of shares of the Company’s
common stock ("Common Stock") calculated with a numerator equal to $1,500,000 and a denominator equal to the 20-trading day trailing average closing price of the Common Stock ended on August 26, 2022, pursuant to the Company's 2015 Incentive Plan, which shall vest in three equal annual installments during the continuation of Mr. Turner's employment with the Company.
The Employment Agreement has an initial two-year term that automatically renews
for additional 12-month terms, unless terminated by either party.
The foregoing summary of the Employment Agreement is qualified in its entirety
by reference to the complete terms of the Employment Agreement, a copy of which
is attached as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On August 4, 2022, the Company issued a press release announcing the appointment
of Mr. Turner as Executive Vice President and Chief Financial Officer. A copy of
the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in Item
7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be
deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that section. The
information in Item 7.01 to this Current Report on Form 8-K shall not be
incorporated by reference into any filing or other document pursuant to the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such filing or document.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. 10.1 Employment Agreement, dated August 4, 2022, by and between 3D Systems Corporation and Michael Turner. 99.1 Press Release dated August 4, 2022. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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