BABCOCK 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 January 31, 2019, the Board of Directors of Babcock & Wilcox Enterprises, Inc. (the “Company”) appointed Louis Salamone as the Company’s Chief Financial Officer, effective February 1, 2019. The Company has entered into an employment agreement with Mr. Salamone to which the Company has agreed to pay Mr. Salamone an annual salary of $475,000 in return for his services as Chief Financial Officer. The employment agreement also provides Mr. Salamone with the opportunity to receive bonus payments upon accomplishing certain specified goals, the ability to participate in the Company’s employee benefit plans and, under certain circumstances, severance benefits of up to one year of Mr. Salamone’s salary. The Company also granted Mr. Salamone a cash-settled stock appreciation right that vests after two years of service by Mr. Salamone, including his time serving as Executive Vice President of Finance. After vesting, the stock appreciation right will be exercisable (i) with respect to up to 1,265,000 shares of the Company’s common stock, during the first ten business days subsequent to a calendar quarter in which the weighted average price of the Company’s common stock for such calendar quarter (the “FMV”) is at least $2.25 per share and (ii)with respect to up to an additional 422,000 shares of the Company’s common stock, during the first ten business days subsequent to a calendar quarter in which the FMV of the Company’s common stock for such calendar quarter is at least $2.50 per share. Upon exercise, the amount of cash to be paid will equal the product obtained by multiplying the applicable number of shares of the Company’s common stock being exercised by the difference obtained by subtracting $2.00 from the applicable FMV.
In connection with Mr. Salamone’s appointment as the Company’s Chief Financial Officer, Joel Mostrom has stepped down as interim Chief Financial Officer, effective simultaneous with Mr. Salamone’s appointment. Mr. Mostrom will be available on an as-needed basis for a limited time to ensure an orderly transition.
About BABCOCK & WILCOX ENTERPRISES, INC. (NYSE:BW)
Babcock & Wilcox Enterprises, Inc. is a technology-based provider of fossil and renewable power generation and environmental equipment that includes a suite of boiler products and environmental systems, and services for power and industrial uses. The Company operates in three segments: Global Power, Global Services and Industrial Environmental. Through its Global Power segment, the Company engineers, manufactures, procures, constructs and commissions boilers fueled by fossil fuels and renewables in addition to environmental systems and related auxiliary equipment primarily to steam generating customers globally. Through its Global Services segment, the Company provides aftermarket products and services to steam generating utilities across the world and various industrial customers. Through its Industrial Environmental segment, the Company provides a range of environmental technology and services to industrial end markets across the world.