Capital Senior Living Corporation (NYSE:CSU) 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 Arrangement of Certain Officers.
On March 24, 2020, in light of the current economic conditions, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Capital Senior Living Corporation (the “Company”) recommended that the Board approve, and the Board has subsequently approved, a temporary suspension of equity awards to any director or officer of the Company. The Compensation Committee has also determined that it will not increase the annual base salaries of the Company’s executive officers for fiscal 2020.
In consideration of the foregoing and for retention purposes, on March 24, 2020 the Compensation Committee approved retention awards (the “Retention Awards”) to the Company’s named executive officers and certain other executive officers (each, a “Participant” and, collectively, the “Participants”) equal to 50% of the Participant’s current base salary. 50% of the Retention Award is subject to the Participant’s continued employment with the Company through September 15, 2020, and the remaining 50% of the Retention Award is subject to the Participant’s continued employment with the Company through March 15, 2021. If the Participant does not remain continuously employed with the Company through such dates, then the portion of the Retention Award subject to continuous employment as of such date will be forfeited, except that, if any Participant’s employment is terminated (i) by the Company without “Cause” (and other than due to the Participant’s death or “Disability”), or (ii) upon or following a “Change in Control” (each such term as defined in the Company’s equity incentive plan), in each case, prior to March 15, 2021, then the full amount of the Retention Award will be paid to such Participant.
In addition, on March 24, 2020, the Compensation Committee approved a Management by Objective Incentive Plan for fiscal 2020 to which each Participant will have the opportunity to earn a cash performance bonus equal to 30% of such Participant’s targeted performance bonus for fiscal 2020 (the “MBO Incentive”). to the terms of their respective employment agreements, the “targeted performance bonus” for the Company’s President and CEO, Executive Vice President and CFO, and Senior Vice President, Secretary and General Counsel, who are the Company’s named executive officers, is equal to 110%, 70%, and 50%, respectively, of their annual base salary for fiscal 2020. The payment of the MBO Incentive is based on the Participant’s achievement of certain individual goals for fiscal 2020 that are within such Participant’s sphere of influence, as determined in the discretion of the Compensation Committee. Achievement of the threshold level of performance for each individual goal will result in 50% of the portion of MBO Incentive subject to such individual goal being earned by the Participant, and achievement of the maximum level of performance for each individual goal will result in 150% of the portion of the MBO Incentive subject to such individual goal being earned by the Participant, in each case, subject to the discretion of the Compensation Committee.
About Capital Senior Living Corporation (NYSE:CSU)
Capital Senior Living Corporation is an operator of senior living communities in the United States in terms of resident capacity. The Company operates over 10 senior living communities in approximately 20 states, including over 70 senior living communities, which the Company owns and over 50 senior living communities the Company leases. The Company also operates a home care agency. The Company provides senior living services to the elderly, including independent living and assisted living services, and also provides home care services at one of its communities. The Company also fosters the wellness of its residents by offering access to health screenings, such as blood pressure checks; periodic special services, such as influenza inoculations; dietary and similar programs, as well as ongoing exercise and fitness classes. It offers a range of assisted living care and services, including personal care services, around the clock staffing, support services and supplemental services.