Federal Signal Corporation (NYSE:FSS) 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
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) As previously disclosed in the Current Report on Form 8-K
filed by Federal Signal Corporation (the Company) with the
Securities and Exchange Commission on March 27, 2017, Brian S.
Cooper departed from his position as Senior Vice President and
Chief Financial Officer of the Company, effective March 21, 2017.
filed by Federal Signal Corporation (the Company) with the
Securities and Exchange Commission on March 27, 2017, Brian S.
Cooper departed from his position as Senior Vice President and
Chief Financial Officer of the Company, effective March 21, 2017.
In connection with his departure, the Company and Mr. Cooper
entered into a Separation Agreement and General Release effective
April 3, 2017 (the Severance Agreement). Under the Severance
Agreement and in accordance with the Federal Signal Corporation
Executive General Severance Plan, as amended and restated
effective August 2012, Mr. Cooper will receive a total of
$635,601 (the Severance Payment), representing the sum of one
year of Mr. Coopers base salary, his target annual cash incentive
bonus for 2017, and a prorated target annual cash incentive bonus
for 2017 based on the number of days worked in 2017. The Company
is to pay one-half of the Severance Payment, plus interest, on
the Companys first regularly scheduled payroll date following
September 21, 2017, and the remaining balance in equal
installments over the following six-month period consistent with
the Companys regularly scheduled payroll dates.
entered into a Separation Agreement and General Release effective
April 3, 2017 (the Severance Agreement). Under the Severance
Agreement and in accordance with the Federal Signal Corporation
Executive General Severance Plan, as amended and restated
effective August 2012, Mr. Cooper will receive a total of
$635,601 (the Severance Payment), representing the sum of one
year of Mr. Coopers base salary, his target annual cash incentive
bonus for 2017, and a prorated target annual cash incentive bonus
for 2017 based on the number of days worked in 2017. The Company
is to pay one-half of the Severance Payment, plus interest, on
the Companys first regularly scheduled payroll date following
September 21, 2017, and the remaining balance in equal
installments over the following six-month period consistent with
the Companys regularly scheduled payroll dates.
For a period of one year, Mr. Cooper will also continue to be
eligible to participate in the Companys medical, dental, and
group term life insurance at the employee rate. Mr. Coopers
participation in all other benefit plans ceased as of the date of
his departure, and his vested benefits under the Companys 401(k)
plan and Savings Restoration Plan will be paid in accordance with
the terms of those plans.
eligible to participate in the Companys medical, dental, and
group term life insurance at the employee rate. Mr. Coopers
participation in all other benefit plans ceased as of the date of
his departure, and his vested benefits under the Companys 401(k)
plan and Savings Restoration Plan will be paid in accordance with
the terms of those plans.
to the Severance Agreement, Mr. Cooper waived any rights to other
severance benefits for which he may have been eligible under any
other plans, programs or agreements with the Company. Mr. Cooper
also agreed to a general release of the Company from any actions,
claims or liabilities arising out of the termination of his
employment with the Company and reaffirmed certain
confidentiality, non-competition and non-solicitation provisions.
severance benefits for which he may have been eligible under any
other plans, programs or agreements with the Company. Mr. Cooper
also agreed to a general release of the Company from any actions,
claims or liabilities arising out of the termination of his
employment with the Company and reaffirmed certain
confidentiality, non-competition and non-solicitation provisions.
As previously announced, the Company entered into a consulting
agreement with Mr. Cooper, a copy of which is attached as an
exhibit to the Severance Agreement (the Consulting Agreement, and
together with the Severance Agreement, the Agreements). Under the
Consulting Agreement, Mr. Cooper will provide consulting services
to the Company as an independent contractor as requested by the
Companys Chief Executive Officer or Interim Chief Financial
Officer for a period of up to six months following his departure.
The Company will pay Mr. Cooper $190 per hour as full
compensation for such services. It is not anticipated that Mr.
Cooper will work more than six hours per week in this capacity.
agreement with Mr. Cooper, a copy of which is attached as an
exhibit to the Severance Agreement (the Consulting Agreement, and
together with the Severance Agreement, the Agreements). Under the
Consulting Agreement, Mr. Cooper will provide consulting services
to the Company as an independent contractor as requested by the
Companys Chief Executive Officer or Interim Chief Financial
Officer for a period of up to six months following his departure.
The Company will pay Mr. Cooper $190 per hour as full
compensation for such services. It is not anticipated that Mr.
Cooper will work more than six hours per week in this capacity.
The forgoing summary of the material terms of the Agreements does
not purport to be complete and is subject to and qualified in its
entirety by reference to the complete text of the Agreements,
copies of which are filed as Exhibit 10.1 to this Report and
incorporated herein by reference.
not purport to be complete and is subject to and qualified in its
entirety by reference to the complete text of the Agreements,
copies of which are filed as Exhibit 10.1 to this Report and
incorporated herein by reference.
(c) On April 6, 2017, the Company appointed David G. Martin, 40,
as Chief Operating Officer, effective April 10, 2017. Mr. Martin
joins the Company from Dover Corporation (Dover), where he held a
range of diverse roles of increasing responsibility since joining
Dover in 2009. Most recently, he was Managing Director of
OPW/Tokheim, a retail fuel equipment and software business, which
he led through a complex carve-out and integration. Mr. Martins
earlier roles at Dover included Managing Director, Chief
Financial Officer and Integration Lead of Harbison-Fischer, a
manufacturer and distributor of pumps for oil and gas wells, and
Director of Corporate Development. Prior to joining Dover, Mr.
Martin worked in private equity and with The Boston Consulting
Group, focusing primarily on MA, strategy and integration. He
holds an economics degree from the University of California,
Berkeley and an MBA from the University of Michigan.
as Chief Operating Officer, effective April 10, 2017. Mr. Martin
joins the Company from Dover Corporation (Dover), where he held a
range of diverse roles of increasing responsibility since joining
Dover in 2009. Most recently, he was Managing Director of
OPW/Tokheim, a retail fuel equipment and software business, which
he led through a complex carve-out and integration. Mr. Martins
earlier roles at Dover included Managing Director, Chief
Financial Officer and Integration Lead of Harbison-Fischer, a
manufacturer and distributor of pumps for oil and gas wells, and
Director of Corporate Development. Prior to joining Dover, Mr.
Martin worked in private equity and with The Boston Consulting
Group, focusing primarily on MA, strategy and integration. He
holds an economics degree from the University of California,
Berkeley and an MBA from the University of Michigan.
There is no arrangement or understanding between Mr. Martin and
any other person to which Mr. Martin was appointed as the
Companys Chief Operating Officer. There are no related party
transactions between the Company and Mr. Martin, and there are no
family relationships between Mr. Martin and any of the directors
or officers of the Company.
any other person to which Mr. Martin was appointed as the
Companys Chief Operating Officer. There are no related party
transactions between the Company and Mr. Martin, and there are no
family relationships between Mr. Martin and any of the directors
or officers of the Company.
(e) In connection with Mr. Martins appointment, the Company and
Mr. Martin executed an employment offer letter (the Employment
Letter) setting forth the terms of Mr. Martins employment. The
following summary is qualified in its entirety by reference to
the full and complete terms of the Employment Letter, which is
attached as Exhibit 10.2 to this Current Report on Form 8-K, and
which is incorporated herein by reference. The material economic
terms of Mr. Martins compensation as Chief Operating Officer,
included in the Employment Letter, are summarized below:
Mr. Martin executed an employment offer letter (the Employment
Letter) setting forth the terms of Mr. Martins employment. The
following summary is qualified in its entirety by reference to
the full and complete terms of the Employment Letter, which is
attached as Exhibit 10.2 to this Current Report on Form 8-K, and
which is incorporated herein by reference. The material economic
terms of Mr. Martins compensation as Chief Operating Officer,
included in the Employment Letter, are summarized below:
Annual Base Salary: Mr. Martin will receive an annual base salary
of $385,000.
of $385,000.
Annual Cash Incentive Bonus: Mr. Martin will be eligible for an
annual cash incentive bonus equal to 60% of his annual base
salary at target and capped at 120% of his annual base salary,
calculated and paid according to the Companys Short-Term
Incentive Bonus Plan, prorated for 2017 based on the effective
date of his employment.
annual cash incentive bonus equal to 60% of his annual base
salary at target and capped at 120% of his annual base salary,
calculated and paid according to the Companys Short-Term
Incentive Bonus Plan, prorated for 2017 based on the effective
date of his employment.
Long-Term Incentive Bonus: Subject to the approval of the
Companys Compensation and Benefits Committee of the Board of
Directors (the CBC), Mr. Martin will receive an initial grant of
time-based restricted stock awards valued at $175,000 on the
effective date of his employment. The restricted stock awards
will vest ratably (i.e. one-third annually) over a three-year
period from the date of grant, subject to continued employment.
In addition, subject to the approval of the CBC, Mr. Martin will
be eligible to receive long-term equity incentive compensation
awards beginning in 2017 with a target value of $310,000.
Companys Compensation and Benefits Committee of the Board of
Directors (the CBC), Mr. Martin will receive an initial grant of
time-based restricted stock awards valued at $175,000 on the
effective date of his employment. The restricted stock awards
will vest ratably (i.e. one-third annually) over a three-year
period from the date of grant, subject to continued employment.
In addition, subject to the approval of the CBC, Mr. Martin will
be eligible to receive long-term equity incentive compensation
awards beginning in 2017 with a target value of $310,000.
Other Benefits: Mr. Martins compensation package also includes a
monthly car allowance, eligibility to participate in the Companys
non-qualified Savings Restoration Plan in 2018, and eligibility
to participate in the Companys standard benefit package including
group health benefits, 401(k) plan and other benefits.
monthly car allowance, eligibility to participate in the Companys
non-qualified Savings Restoration Plan in 2018, and eligibility
to participate in the Companys standard benefit package including
group health benefits, 401(k) plan and other benefits.
A copy of the Companys press release announcing the appointment
of Mr. Martin is attached hereto as Exhibit 99.1 and the
information contained therein is incorporated herein by
reference.
of Mr. Martin is attached hereto as Exhibit 99.1 and the
information contained therein is incorporated herein by
reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits
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10.1
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Separation Agreement and General Release, effective
April 3, 2017, by and between Brian S. Cooper and Federal Signal Corporation. |
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10.2
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Employment Letter executed March 31, 2017 between the
Company and Mr. Martin. |
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99.1
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Federal Signal Corporation Press Release, dated April
6, 2017. |
About Federal Signal Corporation (NYSE:FSS)
Federal Signal Corporation designs and manufactures products and integrated solutions for municipal governmental industrial and commercial customers. The Company operates through two segments: Environmental Solutions Group, and Safety and Security Systems Group. Environmental Solutions Group is manufacturer and supplier of a range of street sweeper vehicles, sewer cleaner and vacuum loader trucks, hydro-excavation trucks and waterblasting equipment. Its products are sold to both municipal and industrial customers under the Elgin, Vactor, Guzzler and Jetstream brand names. Safety and Security Systems Group is a manufacturer and supplier of systems and products that law enforcement, fire rescue, emergency medical services, campuses military facilities and industrial sites use to protect people and property. Its portfolio of products includes sewer cleaners, vacuum trucks, street sweepers, safety and security systems, including products and solutions for the public safety market. Federal Signal Corporation (NYSE:FSS) Recent Trading Information
Federal Signal Corporation (NYSE:FSS) closed its last trading session up +0.11 at 13.41 with 202,637 shares trading hands.
