CoBiz Financial Inc. (NASDAQ:COBZ) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Adoption of Long-Term Incentive Compensation Package
On January 17, 2018, the Compensation Committee (the “Committee”) of the Board of Directors of CoBiz Financial Inc. (the “Company”) adopted a new long-term incentive (“LTI”) component to the compensation packages of such of the Company’s executive officers as determined from time to time in the discretion of the Committee.Under the LTI, each participating executive is awarded performance stock units (the “PSUs”) with vesting based on the attainment of corporate performance goals beginning January 1, 2018 and ending December 31, 2020 (the “Performance Period”).Upon vesting, each PSU will be exchanged for one share of the Company’s common stock. Each of the LTI awards are subject to the terms and conditions of the Amended and Restated CoBiz Financial Inc. 2005 Equity Incentive Plan (the “Plan”).
The LTI awards are subject to two performance goals: (1) average annual earnings per share growth (“EPS Growth”); and (2) average annual return on assets growth (measured relative to a peer group of the Company) (“ROA Growth”).Awards will be granted at specified target levels (the “Target”), with performance dictating the amount of the award that will vest (if any) upon completion of the Performance Period.If performance does not satisfy the specified threshold for EPS Growth and ROA Growth (each, a “Threshold”), no portion of the award will vest.If performance satisfies each Threshold criteria, then the percentage on the schedule below at the intersection of the EPS Growth performance and the ROA Growth performance will be the percentage of the award that will vest (i.e., between 50% and 150% of the award will vest depending on EPS Growth performance and ROA Growth Performance).Performance in between Threshold and Target, and Target and Maximum levels, will result in pro-rata vesting based on a straight-line interpolation of the results.
|
EPS – average annual growth |
Percentage of Target PSUs Earned |
|||||||||||||
|
Max |
15 |
% |
0 |
% |
100 |
% |
115 |
% |
125 |
% |
138 |
% |
150 |
% |
| 13.5 |
% |
0 |
% |
88 |
% |
103 |
% |
113 |
% |
125 |
% |
138 |
% |
|
|
Target |
12 |
% |
0 |
% |
75 |
% |
90 |
% |
100 |
% |
113 |
% |
125 |
% |
| 10 |
% |
0 |
% |
65 |
% |
80 |
% |
90 |
% |
103 |
% |
115 |
% |
|
|
Threshold |
9 |
% |
0 |
% |
50 |
% |
65 |
% |
75 |
% |
88 |
% |
100 |
% |
|
< 9 |
% |
0 |
% |
0 |
% |
0 |
% |
0 |
% |
0 |
% |
0 |
% |
|
|
Average annual ROA growth relative to peer group- by percentile |
<25th |
25th -40th |
41st-60th |
61st-75th |
76th-90th |
>90th |
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|
Threshold |