Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Chief Executive Officer Succession
On September 9, 2022, Victor L. Richey, the Company’s Chairman, Chief Executive
Officer and President, notified the Company’s Board of Directors that he intends
to retire from the Company and resign his positions as its Chief Executive
Officer and President effective December 31, 2022. Mr. Richey also informed the
Board that he intends to retire from his position as Chairman of the Company’s
Board of Directors at a date to be determined after a transitional phase.
On September 9, 2022, consistent with the Company’s CEO succession planning, the
Company’s Board of Directors unanimously appointed Bryan H. Sayler, age 56, to
the offices of Chief Executive Officer and President of the Company effective
January 1, 2023. Mr. Sayler brings more than 25 years of experience at the
Company across several of its core businesses. Since 2016, Mr. Sayler has been
the President of the Company’s subsidiary Doble Engineering Company, and since
2017 he has also led the Company’s Utility Solutions Group of which Doble is a
member. Prior to 2016, he held senior positions in ETS-Lindgren, the Company’s
RF Shield and Test business, which he joined in 1995. The Board recognized that
Mr. Sayler has played a key role in strategically building out the Utilities
Solutions Group, including leading the Company’s entry into the renewables
business, overseeing several successful acquisitions that have more than doubled
the size of Doble Engineering, delivering growth, and building a strong,
Mr. Sayler has no family relationships with any other officer or director of the
Company, and since at least the beginning of the Company’s last fiscal year Mr.
Sayler has had no reportable transactions with related persons or affiliates of
the Company. For at least the past five years he has not been a director of any
other public company.
Mr. Sayler has agreed to the terms of an offer letter with the Company pursuant
to which he will receive compensation in the form of:
· An initial annual base salary of $715,000.
· A fiscal 2023 cash incentive target of $715,000 under the Company’s Performance
Compensation Plan (which is described in the Company's December 15, 2021 Proxy Statement), to be measured against targets to be established for fiscal 2023 and prorated 3 months based on Doble's financial performance and 9 months based on ESCO's financial performance.
· Participation in the Company’s long-term equity incentive plan for senior
officers consisting of Restricted Share Unit awards (RSUs) and Performance Share Unit awards (PSUs) (which are generally described in the Company's December 15, 2021 Proxy Statement), at the time such awards are generally made to other senior officers of the Company, with a total grant date value for fiscal 2023 of 200% of his base salary, or $1.43 million, evenly divided between RSUs and PSUs.
· Eligibility to participate in the Company’s employee stock purchase plan,
401(k) plan, medical, disability and life insurance plans.
· Perquisites, vacation and severance benefits comparable to those provided to
the Company's other executive officers and in amounts appropriate to his position, as well as a one-time payment for a country club initiation fee.
· Relocation benefits under the Company’s Domestic Relocation Policy including
the cost of temporary housing plus a one-time relocation payment of $150,000 (net) at the time of relocation from Massachusetts to the St. Louis area.
The Human Resources and Compensation Committee of the Board has been authorized
to approve a formal employment agreement with Mr. Sayler including the terms of
the offer letter and otherwise substantially in the same form as Mr. Richey’s
current employment agreement.
A copy of the Company’s press release announcing Mr. Richey’s decision to retire
and Mr. Sayler’s appointment is attached as Exhibit 99.1.
Increase in Size of Board of Directors and Appointment of New Director
On September 9, 2022, in view of Mr. Sayler’s appointment and election as Chief
Executive Officer and President as described above, the Company’s Board of
Directors, acting pursuant to Section 3.1 of its Bylaws, unanimously approved an
increase in the authorized size of the Board of Directors from eight to nine
members effective January 1, 2023, and elected Mr. Sayler as a director
effective January 1, 2023, to fill the vacancy thereby created. Mr. Sayler was
designated as a Class I Director, to serve for a term ending at the 2024 annual
meeting of shareholders.
The Board also unanimously agreed that following Mr. Richey’s retirement as
Chief Executive Officer and President on December 31, 2022 he would continue on
the Board of Directors as Executive Chairman, until a date to be determined
after a transitional phase which shall include the identification and selection
of a new Chairperson.
Item 7.01 Regulation FD Disclosure
Today, September 12, 2022, the Company is issuing a press release (attached as
Exhibit 99.1) announcing that Victor L. Richey, its Chief Executive Officer and
President, has notified the Board of his intent to retire from the Company and
resign his positions as its Chief Executive Officer and President effective
December 31, 2022, and to retire from his position as Chairman of the Company’s
Board of Directors at a date to be determined after a transitional phase; and
announcing that the Board of Directors has appointed and elected Bryan H. Sayler
to succeed Mr. Richey as Chief Executive Officer and President and to become a
director of the Company effective January 1, 2023.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description of Exhibit
99.1 Press Release issued September 12, 2022 104 Cover Page Inline Interactive Data File Other Matters
The information in this report furnished pursuant to Item 7.01, including
Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934 as amended (“Exchange Act”) or otherwise
subject to the liabilities of that section, unless the Company incorporates it
by reference into a filing under the Securities Act of 1933 as amended or the
Any references to the Company’s web site address included in this Form 8-K and
the press release are intended only as inactive textual references and not as
active links to its web site. Information contained on the Company’s web site
does not constitute part of this Form 8-K or the press release.
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