Cardtronics plc (NASDAQ:CATM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 9.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Retirement of Chief Executive Officer and Director
As the culmination of a long-term succession plan undertaken by the Board of Directors, on August21, 2017, Cardtronics plc (the “Company”), announced that Steven A. Rathgaber will retire from his roles as Chief Executive Officer and a member of the Board of Directors (the “Board”) of the Company effective December31, 2017.
Appointment of Successor Chief Executive Officer and Director
On August21, 2017, the Board appointed Edward H. West, currently the Company’s Chief Financial Officer and Chief Operations Officer, as the Company’s Chief Executive Officer and as a member of the Board, effective January1, 2018. Mr.West, age 51, joined the Company in January2016 and has served as its Chief Financial Officer since February2016 and as its Chief Operations Officer since July2016. Prior to joining the Company, he served as President and Chief Executive Officer of Education Management Corporation, joining that company initially as Chief Financial Officer in 2006. Prior to 2006, Mr.West held various executive positions within Internet Capital Group, including serving as Chief Executive Officer of ICG Commerce, the largest subsidiary of the group from 2002-2006. Prior to his time at Internet Capital Group, Mr.West served as Chief Financial Officer for Delta Air Lines. Mr.West began his career as a banker at SunTrust. He received a BBA in Finance from Emory University.
In connection with his appointment as Chief Executive Officer, Mr.West will be entitled to receive the following compensation commencing January1, 2018:
· target annual long-term equity incentive award equal to $3,500,000; and
· a one time award of (i)time-based restricted stock units with an aggregate value of $3,000,000, which vests 50% in December2019 and 50% in December2020 and (ii)performance restricted stock units with a performance period of 3 years and an aggregate value of $2,500,000.
The foregoing will be reflected in an amended and restated employment agreement (the “Employment Agreement”) between Mr.West and the Company, which will provide for a three-year term commencing January1, 2018 and may be renewed on an annual basis at the mutual agreement of Mr.West and the Company. The Employment Agreement will otherwise be substantially similar to Mr.West’s former employment agreement dated December17, 2015 with Cardtronics USA,Inc. and Cardtronics,Inc., as previously disclosed.
There are no arrangements or understandings between Mr.West and any other person to which he was selected as a director or officer of the Company. Mr.West does not have any family relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer, and there are no transactions in which Mr.West has an interest requiring disclosure under Item404(a)of Regulation S-K.
A copy of the press release announcing Mr.Rathgaber’s retirement and Mr.West’s appointment is attached hereto as Exhibit99.1.
