ENCORE CAPITAL GROUP, INC. (NASDAQ:ECPG) 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.

(e) Compensation Arrangements of Certain Officers

On March 9, 2018, the Company increased the annual base salary of Ashish Masih, President and Chief Executive Officer, from $650,000 to $750,000.

In addition, on March 9, 2018, as part of its annual process, the Compensation Committee of the Board of Directors of the Company approved and granted (1) restricted stock unit awards (the “RSUs”), (2) performance stock unit awards that vest based on the Company’s achievement of annual adjusted earnings per share targets (“EPS PSUs”), and (3) performance stock unit awards that vest based on the Company’s relative total shareholder return performance over a three-year performance period (“TSR PSUs”), each to the Company’s 2017 Incentive Award Plan, to the following named executive officers of the Company in the following amounts:

Subject to the recipient being continuously employed with the Company or any of its affiliates, the RSUs vest in equal annual installments over a three-year period.

Subject to the recipient being continuously employed with the Company or any of its affiliates, the EPS PSUs vest in three annual tranches on March 9 following the completion of the applicable performance year (2018, 2019 or 2020), based on the Company achieving annual adjusted earnings per share (“Adjusted EPS”) targets established by the Compensation Committee and communicated to the recipient at the beginning of the applicable performance year. If the applicable threshold Adjusted EPS goal is achieved, then at least 50% of the target number of EPS PSUs with respect to such year will vest, and if the applicable maximum goal is achieved or exceeded, then 200% of the target number of EPS PSUs with respect to such year will vest.

Subject to the recipient being continuously employed with the Company or any of its affiliates, the TSR PSUs will vest on March 9, 2021 based on the Company’s relative total shareholder return over a period from March 9, 2018 to December 31, 2021, as compared to a peer group consisting of other companies in the S&P SmallCap 600 Financial Sector Index as of the date of grant, with zero to 200% of the target number of TSR PSUs vesting depending on the Company’s relative total shareholder return percentile ranking within the peer group. In addition, if the Company’s total shareholder return for the performance period is negative, the number of TSR PSUs that vests is capped at 50% of the target number of TSR PSUs regardless of the Company’s percentile ranking within the peer group.

If a change in control occurs and the TSR PSUs are not assumed, then the TSR PSUs will vest based on the actual achievement of pro-rated performance goals through the change in control. If the TSR PSUs are assumed, they will be earned based on the actual achievement of pro-rated performance goals through the change in control, and will remain outstanding to vest on March 9, 2021 (subject to continued employment). EPS PSUs are subject to the same treatment, except that, with respect to any performance period that has not yet been completed as of the

change in control, the target number of EPS PSUs will performance-vest, and will remain outstanding to vest on the March 9 on which the EPS PSU otherwise would have vested.

If the executive’s employment is terminated due to his death or disability, the target number of PSUs (or, if after a change in control, the PSUs that remain outstanding) will vest.

For executives who participate in our Executive Separation Plan, the terms of that plan govern the vesting and forfeiture of the EPS PSUs and TSR PSUs upon a termination of employment. In addition, the award agreement clarifies that if such termination is without cause or for good reason, in either case, within 180 days prior to or two years after a change in control, then (1) if prior to a change in control, the award will remain outstanding and eligible to vest upon a change in control as described above (assuming the award is not assumed), and (2) if subsequent to a change in control, the PSUs that remain outstanding will vest.

If Mr. Grinberg’s employment is terminated without cause and a change in control does not occur, then the terms of his employment letter agreement will govern the vesting and forfeiture of his EPS PSUs and TSR PSUs. If his employment is terminated without cause or for good reason on or within 12 months after a change in control, then the PSUs that remain outstanding will vest.

Copies of the forms of the EPS PSU award agreements are attached as Exhibit 10.1, for recipients who are participants in the Executive Separation Plan, and Exhibit 10.2, for Mr. Grinberg, and are incorporated herein by reference and the foregoing description is qualified in its entirety by reference to such documents.

Copies of the forms of the TSR PSU award agreements are attached as Exhibit 10.3, for recipients who are participants in the Executive Separation Plan, and Exhibit 10.4, for Mr. Grinberg, and are incorporated herein by reference and the foregoing description is qualified in its entirety by reference to such documents.

Item 9.01.Financial Statements and Exhibits.

+ Management contract or compensatory plan or arrangement.

ENCORE CAPITAL GROUP INC Exhibit
EX-10.1 2 ex101formpsuepsseparationp.htm EXHIBIT 10.1 Exhibit Exhibit 10.1ENCORE CAPITAL GROUP,…
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About ENCORE CAPITAL GROUP, INC. (NASDAQ:ECPG)

Encore Capital Group, Inc., through its subsidiaries, is a specialty finance company providing debt recovery solutions for consumers and property owners across a range of financial assets. The Company operates through two segments: Portfolio Purchasing and Recovery, and Tax Lien Business. Its portfolio purchasing and recovery segment purchases portfolios of defaulted consumer receivables at discounts and manages them by partnering with individuals as they repay their obligations and work toward financial recovery. Defaulted receivables are consumers’ unpaid financial commitments to credit originators, including banks, credit unions, consumer finance companies, commercial retailers, and telecommunication companies. Defaulted receivables also include receivables subject to bankruptcy proceedings. In addition, the Company assists property owners delinquenting on their property taxes by structuring monthly payment plans and purchases delinquent tax liens directly from taxing authorities.