ALTISOURCE PORTFOLIO SOLUTIONS S.A. (NASDAQ:ASPS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On April 7, 2017, the Compensation Committee of the Board of
Directors (the Committee) of Altisource Portfolio Solutions S.A.
(the Company) approved a Long-Term Equity Incentive Program (the
Program) for key executives and employees of the Company,
including the Companys named executive officers. The Program was
developed in consultation with the Committees independent
executive compensation consultant, Exequity, LLP, and provides
for grants of equity awards designed to provide these executives
and employees with market-competitive long-term incentive
opportunities that align their performance with the interests of
our shareholders and assist in their retention.
Directors (the Committee) of Altisource Portfolio Solutions S.A.
(the Company) approved a Long-Term Equity Incentive Program (the
Program) for key executives and employees of the Company,
including the Companys named executive officers. The Program was
developed in consultation with the Committees independent
executive compensation consultant, Exequity, LLP, and provides
for grants of equity awards designed to provide these executives
and employees with market-competitive long-term incentive
opportunities that align their performance with the interests of
our shareholders and assist in their retention.
The new equity awards were issued to our 2009 Equity Incentive
Plan (the 2009 Plan) and consist of a mix of stock options with
performance-based vesting requirements and restricted shares with
both performance-based and service-based vesting requirements.
Plan (the 2009 Plan) and consist of a mix of stock options with
performance-based vesting requirements and restricted shares with
both performance-based and service-based vesting requirements.
Equity awards were made to our named executive officers on April
7, 2017 (the Grant Date), as follows:
7, 2017 (the Grant Date), as follows:
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2017 Performance-Based
Restricted Shares(1)
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2017 Performance-Based
Stock Options(2)
|
Service Revenue Stock Options(2)(5)
|
Service-Based Restricted Shares
|
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Adjusted Pre-Tax Income(3)
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Diversified Revenue(4)
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Adjusted Pre-Tax Income(3)
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Diversified Revenue(4)
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William B. Shepro
Chief Executive Officer
|
6,463
|
6,463
|
10,594
|
10,593
|
20,303
|
12,927
|
||||||
|
Kevin J. Wilcox
Chief Administration and Risk Officer
|
1,508
|
1,508
|
3,461
|
3,460
|
2,842
|
3,016
|
||||||
|
Michelle D. Esterman
Chief Financial Officer
|
2,076
|
2,076
|
1,706
|
1,810
|
||||||||
|
Joseph A. Davila
President, Servicer Solutions
|
1,731
|
1,730
|
1,421
|
1,508
|
||||||||
|
Gregory J. Ritts
General Counsel
|
1,731
|
1,730
|
1,421
|
1,508
|
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(1)>Represents the target amounts of restricted
shares granted. Each participant has the opportunity to vest in
up to 150% of the target amount based on pre-determined
performance levels.
shares granted. Each participant has the opportunity to vest in
up to 150% of the target amount based on pre-determined
performance levels.
(2)>Represents the target amounts of options
granted. Each participant has the opportunity to vest in up to
150% of the target amount based on pre-determined performance
levels. The exercise price for the stock options is $39.13, the
closing price of our common stock on the Grant Date.
granted. Each participant has the opportunity to vest in up to
150% of the target amount based on pre-determined performance
levels. The exercise price for the stock options is $39.13, the
closing price of our common stock on the Grant Date.
(3)>Represents restricted shares/stock options that
are scheduled to vest based upon the level of Adjusted Pre-Tax
Income achieved by the Company in 2017, as further described
below.
are scheduled to vest based upon the level of Adjusted Pre-Tax
Income achieved by the Company in 2017, as further described
below.
(4)>Represents restricted shares/stock options
scheduled to vest based upon the level of Diversified
Revenueachieved in 2017, as further described below and in the
applicable award agreements. For all named executive officers
other than Mr. Davila, these restricted shares/stock options will
vest based on Consolidated Diversified Revenue (as such term is
defined in their award agreements). For Mr. Davila, these
restricted shares/stock options will vest based on Diversified
Revenue applicable to the Servicer Solutions Business (as such
term is defined in his award agreements).
scheduled to vest based upon the level of Diversified
Revenueachieved in 2017, as further described below and in the
applicable award agreements. For all named executive officers
other than Mr. Davila, these restricted shares/stock options will
vest based on Consolidated Diversified Revenue (as such term is
defined in their award agreements). For Mr. Davila, these
restricted shares/stock options will vest based on Diversified
Revenue applicable to the Servicer Solutions Business (as such
term is defined in his award agreements).
(5)>Represents stock options scheduled to vest
based on attaining a service revenue threshold in a calendar year
during the period from 2017 through 2021, as further described
below and in the applicable award agreements.
based on attaining a service revenue threshold in a calendar year
during the period from 2017 through 2021, as further described
below and in the applicable award agreements.
The 2017 Performance-Based Restricted Shares and the 2017
Performance-Based Stock Options are scheduled to vest based upon
the Companys achievement against (i) Company Adjusted Pre-Tax
Income for 2017 and (ii) Diversified Revenue for 2017 (each as
defined in the applicable award agreement and hereafter
collectively referred to as the 2017 Performance Criteria).
Following the end of calendar year 2017, the Committee will
confirm the Companys level of achievement against the 2017
Performance Criteria and the percentage of 2017 Performance-Based
Restricted Shares and 2017 Performance-Based Stock Options
eligible for vesting based on the pre-determined levels of
performance. If the Companys performance against the applicable
objective(s) is below a threshold level, no 2017
Performance-Based Restricted Shares or 2017 Performance-Based
Stock Options related to the applicable objective(s) shall be
eligible to vest. If the Companys performance against the
applicable objective(s) falls between pre-determined levels of
performance, the percentage of 2017 Performance-Based Restricted
Shares and 2017 Performance-Based Stock Options eligible for
vesting related to the applicable objective(s) will be determined
using linear interpolation for performance that falls between
such pre-determined levels. One third (1/3) of the 2017
Performance-Based Restricted Shares and one third
Performance-Based Stock Options are scheduled to vest based upon
the Companys achievement against (i) Company Adjusted Pre-Tax
Income for 2017 and (ii) Diversified Revenue for 2017 (each as
defined in the applicable award agreement and hereafter
collectively referred to as the 2017 Performance Criteria).
Following the end of calendar year 2017, the Committee will
confirm the Companys level of achievement against the 2017
Performance Criteria and the percentage of 2017 Performance-Based
Restricted Shares and 2017 Performance-Based Stock Options
eligible for vesting based on the pre-determined levels of
performance. If the Companys performance against the applicable
objective(s) is below a threshold level, no 2017
Performance-Based Restricted Shares or 2017 Performance-Based
Stock Options related to the applicable objective(s) shall be
eligible to vest. If the Companys performance against the
applicable objective(s) falls between pre-determined levels of
performance, the percentage of 2017 Performance-Based Restricted
Shares and 2017 Performance-Based Stock Options eligible for
vesting related to the applicable objective(s) will be determined
using linear interpolation for performance that falls between
such pre-determined levels. One third (1/3) of the 2017
Performance-Based Restricted Shares and one third
(1/3) of the 2017 Performance-Based Stock Options that are
eligible for vesting will then vest on each anniversary of the
Grant Date (April 7, 2018, April 7, 2019 and April 7, 2020),
subject to continued employment except as otherwise set forth in
the award agreements. 2017 Performance-Based Restricted Shares
and 2017 Performance-Based Stock Options that are determined not
to be eligible for vesting will be cancelled.
eligible for vesting will then vest on each anniversary of the
Grant Date (April 7, 2018, April 7, 2019 and April 7, 2020),
subject to continued employment except as otherwise set forth in
the award agreements. 2017 Performance-Based Restricted Shares
and 2017 Performance-Based Stock Options that are determined not
to be eligible for vesting will be cancelled.
The Service Revenue Stock Options are scheduled to vest based on
attaining a Company service revenue threshold in a calendar year
during the period from 2017 through 2021. If the Company achieves
$1.5 billion of service revenue in a calendar year prior to 2021,
one hundred and fifty percent (150%) of the target amount of
Service Revenue Stock Options shall vest on the anniversary of
the Grant Date that immediately follows the calendar year in
which such target amount was achieved. To the extent the Company
does not achieve $1.5 billion of service revenue in a calendar
year prior to 2021, the Committee will determine the percentage
of Service Revenue Stock Options eligible for vesting based on
the Companys 2021 levels of performance defined in the applicable
award agreement. If the Companys performance is below a threshold
level, no Service Revenue Stock Options shall be eligible to
vest. If the Companys performance falls between pre-determined
levels of performance, the percentage of Service Revenue Stock
Options eligible for vesting will be determined using linear
interpolation for performance that falls between such
pre-determined levels. Service Revenue Stock Options that are
eligible for vesting based on 2021 pre-determined levels of
performance will then vest on the fifth anniversary of the Grant
Date (April 7, 2022), subject to continued employment except as
otherwise set forth in the applicable award agreement. Service
Revenue Stock Options that are determined not to be eligible for
vesting will be cancelled.
attaining a Company service revenue threshold in a calendar year
during the period from 2017 through 2021. If the Company achieves
$1.5 billion of service revenue in a calendar year prior to 2021,
one hundred and fifty percent (150%) of the target amount of
Service Revenue Stock Options shall vest on the anniversary of
the Grant Date that immediately follows the calendar year in
which such target amount was achieved. To the extent the Company
does not achieve $1.5 billion of service revenue in a calendar
year prior to 2021, the Committee will determine the percentage
of Service Revenue Stock Options eligible for vesting based on
the Companys 2021 levels of performance defined in the applicable
award agreement. If the Companys performance is below a threshold
level, no Service Revenue Stock Options shall be eligible to
vest. If the Companys performance falls between pre-determined
levels of performance, the percentage of Service Revenue Stock
Options eligible for vesting will be determined using linear
interpolation for performance that falls between such
pre-determined levels. Service Revenue Stock Options that are
eligible for vesting based on 2021 pre-determined levels of
performance will then vest on the fifth anniversary of the Grant
Date (April 7, 2022), subject to continued employment except as
otherwise set forth in the applicable award agreement. Service
Revenue Stock Options that are determined not to be eligible for
vesting will be cancelled.
The Service-Based Restricted Shares are scheduled to vest in
three installments on the first, second and third anniversaries
of the Grant Date (April 7, 2018, April 7, 2019 and April 7,
2020).
three installments on the first, second and third anniversaries
of the Grant Date (April 7, 2018, April 7, 2019 and April 7,
2020).
The award agreements contain customary provisions addressing the
treatment of awards upon various types of termination of
employment as well as vesting upon a Change of Control.
treatment of awards upon various types of termination of
employment as well as vesting upon a Change of Control.
The foregoing description of the restricted stock and stock
option awards does not purport to be complete and is subject to,
and is qualified in its entirety by, the full text of the award
agreements to be entered into with each of our named executive
officers, forms of which are attached hereto as Exhibits 10.1,
10.2, 10.3 and 10.4 and are incorporated by reference herein.
option awards does not purport to be complete and is subject to,
and is qualified in its entirety by, the full text of the award
agreements to be entered into with each of our named executive
officers, forms of which are attached hereto as Exhibits 10.1,
10.2, 10.3 and 10.4 and are incorporated by reference herein.
Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the applicable award agreements.
meanings ascribed to them in the applicable award agreements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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Exhibit 10.1
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Form of Non-Qualified Stock Option Award Agreement
(2017 Performance-Based Stock Options) |
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Exhibit 10.2
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Form of Non-Qualified Stock Option Award Agreement
(Service Revenue Stock Options) |
|
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Exhibit 10.3
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Form of Restricted Stock Award Agreement (2017
Performance-Based Restricted Shares) |
|
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Exhibit 10.4
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Form of Restricted Stock Award Agreement (Service-Based
Restricted Shares) |
About ALTISOURCE PORTFOLIO SOLUTIONS S.A. (NASDAQ:ASPS)
Altisource Portfolio Solutions S.A. is a marketplace and transaction solutions provider for the real estate, mortgage and consumer debt industries. The Company operates through three segments: Mortgage Services, Financial Services and Technology Services. The Company’s Mortgage Services segment provides services that span the mortgage and real estate lifecycle, and are outsourced by loan servicers, loan originators, home investors, and other sellers and buyers of single family homes. The Company’s Financial Services segment provides collection and customer relationship management services to debt originators and servicers (credit card, auto lending, retail credit and mortgage) and the utility, insurance and hotel industries. Technology Services segment provides a portfolio of software, data analytics and infrastructure management services that support the management of mortgage and real estate activities and marketplace transactions across the mortgage and real estate lifecycles. ALTISOURCE PORTFOLIO SOLUTIONS S.A. (NASDAQ:ASPS) Recent Trading Information
ALTISOURCE PORTFOLIO SOLUTIONS S.A. (NASDAQ:ASPS) closed its last trading session down -0.90 at 42.61 with 881,023 shares trading hands.
