JAKKS PACIFIC, INC. (NASDAQ:JAKK) 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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. |
The employment agreements for Stephen Berman, our President and
Chief Executive Officer, and for John (Jack) McGrath, our Chief
Operating Officer, as amended to date, provide, inter alia, that
for fiscal year 2017, their respective Annual Performance Bonuses
will depend on our achieving certain performance criteria. The
performance measures are based upon net revenues and EBITDA
(earnings before interest, taxes, depreciation and amortization)
with each performance measure weighted 50%. The specific
performance criteria is to be determined by the Compensation
Committee of our Board of Directors (the Board) before the end of
the Companys first fiscal quarter. The performance criteria for
Messrs. Berman and McGraths respective 2017 Annual Performance
Bonuses have been established by the Compensation Committee, and
are set forth below, subject to the following conditions: (i) if
the minimum EBITDA threshold of $32.8 million is not met no
Annual Performance Bonus will be earned regardless of the amount
of net revenue, and (ii) the net revenue criteria used to
calculate the Annual Performance Bonus cannot be higher than two
tiers above the EBITDA tier actually achieved. The following
examples are provided as an illustration of the foregoing
conditions: (1) if the Company achieves net revenue of $700
million and EBITDA of $25 million, the Annual Performance Bonus
would be zero because the threshold EBITDA target was not
achieved; and, as another example, (2) if the Company achieves
net revenue of $700 million and EBITDA of $41 million, the
portion of the Annual Performance Bonus calculated according to
the net revenue criteria would be limited to 80% (i.e. two higher
than the EBITDA level achieved) and the pay-out for the portion
calculated according to the EBITDA criteria would be 40%.
The criteria for Messrs. Berman and McGraths respective 2017
bonuses have been established by the Compensation Committee,
after discussion with its consultant, Willis Towers Watson, as
follows, subject to the conditions described in the preceding
paragraph:
Stephen Berman
| Bonus as % of Target | ||||||
| Net Revenue ($Millions) | EBITDA ($Millions) | |||||
| Overall Threshold to achieve any bonus – – – – – – – – – – – | $32.8 | |||||
| 0% | $593.2 | $32.8 | $38.5 | |||
| 20% | $593.2 | $607.9 | $38.6 | $40.4 | ||
| 40% | $608.0 | $623.1 | $40.5 | $42.4 | ||
| 60% | $623.2 | $638.7 | $42.5 | $44.5 | ||
| 80% | $638.8 | $654.7 | $44.6 | $46.7 | ||
| 100% | $654.8 | $687.5 | $46.8 | $49.1 | ||
| 120% | $687.6 | $721.9 | $49.2 | $51.6 | ||
| 140% | $722.0 | $758.0 | $51.7 | $54.2 | ||
| 160% | $758.1 | $795.9 | $54.3 | $56.9 | ||
| 180% | $796.0 | $835.7 | $57.0 | $59.7 | ||
| 200% | $835.8 | $877.5 | $59.8 | $62.7 | ||
| 220% | $877.6 | $921.4 | $62.8 | $65.8 | ||
| 240% | $921.5 | $967.5 | $65.9 | $69.1 | ||
| 260% | $967.6 | $1,015.9 | $69.2 | $72.6 | ||
| 280% | $1,016.0 | $1,066.7 | $72.7 | $76.2 | ||
| 300% | $1,066.8 | and up | $76.3 | and up | ||
John (Jack) McGrath
| Bonus as % of Target | ||||||
| Net Revenue ($Millions) | EBITDA ($Millions) | |||||
| Overall Threshold to achieve any bonus – – – – – – – – – – – | $32.8 | |||||
| 0.0% | $593.2 | $32.8 | $38.5 | |||
| 20.0% | $593.2 | $607.9 | $38.6 | $40.4 | ||
| 40.0% | $608.0 | $623.1 | $40.5 | $42.4 | ||
| 60.0% | $623.2 | $638.7 | $42.5 | $44.5 | ||
| 80.0% | $638.8 | $654.7 | $44.6 | $46.7 | ||
| 100.0% | $654.8 | $687.5 | $46.8 | $49.1 | ||
| 102.5% | $687.6 | $721.9 | $49.2 | $51.6 | ||
| 105.0% | $722.0 | $758.0 | $51.7 | $54.2 | ||
| 107.5% | $758.1 | $795.9 | $54.3 | $56.9 | ||
| 110.0% | $796.0 | $835.7 | $57.0 | $59.7 | ||
| 112.5% | $835.8 | $877.5 | $59.8 | $62.7 | ||
| 115.0% | $877.6 | $921.4 | $62.8 | $65.8 | ||
| 117.5% | $921.5 | $967.5 | $65.9 | $69.1 | ||
| 120.0% | $967.6 | $1,015.9 | $69.2 | $72.6 | ||
| 122.5% | $1,016.0 | $1,066.7 | $72.7 | $76.2 | ||
| 125.0% | $1,066.8 | and up | $76.3 | and up | ||
About JAKKS PACIFIC, INC. (NASDAQ:JAKK)
JAKKS Pacific, Inc. is a multi-line, multi-brand toy company. The Company designs, produces, markets and distributes toys and related products, pet toys, consumables and related products, electronics and related products, kids indoor and outdoor furniture, and other consumer products. The Company operates through two business segments: traditional toys and electronics, and role play, novelty and seasonal toys. The traditional toys and electronics segment includes action figures, vehicles, playsets, plush products, dolls, accessories, electronic products, construction toys, infant and pre-school toys, foot to floor ride-on vehicles, wagons and pet products and related products. The role play, novelty and seasonal segment includes role play and dress-up products, novelty toys, seasonal and outdoor products, indoor and outdoor kids’ furniture and Halloween and everyday costume play. JAKKS PACIFIC, INC. (NASDAQ:JAKK) Recent Trading Information
JAKKS PACIFIC, INC. (NASDAQ:JAKK) closed its last trading session down -0.20 at 5.30 with 280,003 shares trading hands.