LMI AEROSPACE, INC. (NASDAQ:LMIA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry Into a Material Definitive Agreement
The information set forth under Item 5.02 of this Current Report on
Form 8-K relating to the Executive Employment Agreements (as
defined below) is hereby incorporated into this Item 1.01 by
reference.
Form 8-K relating to the Executive Employment Agreements (as
defined below) is hereby incorporated into this Item 1.01 by
reference.
Section 5 – Corporate Governance and Management
Item 5.02 – Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Arrangements of Certain Officers.
Effective on January 1, 2017, LMI Aerospace, Inc. (the Company)
appointed Jay P. Inman, Jr. President, Engineering Services, and
Keith M. Schrader Vice President, Operations.
appointed Jay P. Inman, Jr. President, Engineering Services, and
Keith M. Schrader Vice President, Operations.
Mr. Inman, 57 years old, joined D3 Technologies, Inc. (“D3”), a
subsidiary of the Company, in January 2014 as Vice President. In
September 2014 Mr. Inman became President, Engineering Services for
the Company and in February 2015 his role changed to Chief
Operating Officer, Engineering Services. Since September 2016 Mr.
Inman has led the Company’s Engineering Services segment. Prior to
joining D3 and LMI, he was the project director for Bombardier and
Boeing programs at Vought Aircraft, a Triumph Aerostructures
Company. Mr. Inman holds a Bachelor of Science degree in Mechanical
Engineering from Texas AM University.
subsidiary of the Company, in January 2014 as Vice President. In
September 2014 Mr. Inman became President, Engineering Services for
the Company and in February 2015 his role changed to Chief
Operating Officer, Engineering Services. Since September 2016 Mr.
Inman has led the Company’s Engineering Services segment. Prior to
joining D3 and LMI, he was the project director for Bombardier and
Boeing programs at Vought Aircraft, a Triumph Aerostructures
Company. Mr. Inman holds a Bachelor of Science degree in Mechanical
Engineering from Texas AM University.
Mr. Schrader, 44 years old, joined LMI as the Vice President and
General Manager of Assembly in January of 2015 and subsequently
broadened his role to Vice President and General Manager of the
combined Assembly Machining Centers of Excellence. Prior to joining
LMI, Mr. Schrader was the Vice President of Programs and Vice
President, Site Operations at GKN Aerospace in St. Louis, Missouri.
Prior to GKN Aerospace, Mr. Schrader held several roles of
increasing responsibilities with Spirit Aerosystems in Wichita,
Kansas and Everett/Renton, Washington, including as an Executive
Director. Mr. Schrader holds a Masters of Business Administration
from Baker University, with a specialization in executive
leadership, and a Bachelor of Science in Manufacturing Operations
from Southwestern College, Winfield, Kansas.
General Manager of Assembly in January of 2015 and subsequently
broadened his role to Vice President and General Manager of the
combined Assembly Machining Centers of Excellence. Prior to joining
LMI, Mr. Schrader was the Vice President of Programs and Vice
President, Site Operations at GKN Aerospace in St. Louis, Missouri.
Prior to GKN Aerospace, Mr. Schrader held several roles of
increasing responsibilities with Spirit Aerosystems in Wichita,
Kansas and Everett/Renton, Washington, including as an Executive
Director. Mr. Schrader holds a Masters of Business Administration
from Baker University, with a specialization in executive
leadership, and a Bachelor of Science in Manufacturing Operations
from Southwestern College, Winfield, Kansas.
There are no family relationships between Mr. Inman or Mr. Schrader
and any director, executive officer or person nominated or chosen
by the Company to become an executive officer. Additionally, there
have been no transactions involving Mr. Inman or Mr. Schrader that
would require disclosure under Item 404(a) of Regulation S-K.
and any director, executive officer or person nominated or chosen
by the Company to become an executive officer. Additionally, there
have been no transactions involving Mr. Inman or Mr. Schrader that
would require disclosure under Item 404(a) of Regulation S-K.
Executive Employment Agreements
The Companys employment agreements with each of its executives
expired as of December 31, 2016. On December 30, 2016, the Company
entered into new employment agreements with each executive with the
following agreements requiring disclosure herein: Daniel G. Korte,
President and Chief Executive Officer (the “Korte Agreement”),
Clifford C. Stebe, Jr., Vice President and Chief Financial Officer
(the Stebe Agreement), Jennifer Alfaro, Chief Human Resources
Officer (the Alfaro Agreement), Jay P. Inman, Jr., President,
Engineering Services (the Inman Agreement), and Keith M. Schrader,
Vice President, Operations (the Schrader Agreement and collectively
with the Korte Agreement, Stebe Agreement, Alfaro Agreement, and
Inman Agreement, the Executive Employment Agreements).
expired as of December 31, 2016. On December 30, 2016, the Company
entered into new employment agreements with each executive with the
following agreements requiring disclosure herein: Daniel G. Korte,
President and Chief Executive Officer (the “Korte Agreement”),
Clifford C. Stebe, Jr., Vice President and Chief Financial Officer
(the Stebe Agreement), Jennifer Alfaro, Chief Human Resources
Officer (the Alfaro Agreement), Jay P. Inman, Jr., President,
Engineering Services (the Inman Agreement), and Keith M. Schrader,
Vice President, Operations (the Schrader Agreement and collectively
with the Korte Agreement, Stebe Agreement, Alfaro Agreement, and
Inman Agreement, the Executive Employment Agreements).
Each Executive Employment Agreement provides the above listed
executives (each an “Executive”) a base salary that is to be
reviewed annually by the Compensation Committee and may be
increased, but not decreased. Except for the Korte Agreement, each
Executive Employment Agreement also provides that the Executive
will be eligible for an annual performance bonus targeted at thirty
percent (30%) of the Executive’s base salary, payable in cash or
cash and shares of the Companys stock as determined by the
Compensation Committee, and eligible for long-term incentive grants
of restricted stock targeted at $70,000. The Korte Agreement
provides Mr. Korte is eligible for an annual performance bonus of
not less than forty-two and one half percent (42.5%) of his base
salary, but targeted at eighty-five percent (85%) with a maximum of
one hundred and ten percent (110%) of his base salary, payable in
cash or cash and shares of the Companys stock as determined by the
Compensation Committee, and grants of restricted stock targeted at
one hundred percent (50%) of his base salary.
executives (each an “Executive”) a base salary that is to be
reviewed annually by the Compensation Committee and may be
increased, but not decreased. Except for the Korte Agreement, each
Executive Employment Agreement also provides that the Executive
will be eligible for an annual performance bonus targeted at thirty
percent (30%) of the Executive’s base salary, payable in cash or
cash and shares of the Companys stock as determined by the
Compensation Committee, and eligible for long-term incentive grants
of restricted stock targeted at $70,000. The Korte Agreement
provides Mr. Korte is eligible for an annual performance bonus of
not less than forty-two and one half percent (42.5%) of his base
salary, but targeted at eighty-five percent (85%) with a maximum of
one hundred and ten percent (110%) of his base salary, payable in
cash or cash and shares of the Companys stock as determined by the
Compensation Committee, and grants of restricted stock targeted at
one hundred percent (50%) of his base salary.
Each Executive Employment Agreements includes a claw back provision
consistent with Section 954 of the Dodd-Frank Wall Street Reform
and Consumer Protection Act and the Companys Policy for Recoupment
of Incentive Compensation.
consistent with Section 954 of the Dodd-Frank Wall Street Reform
and Consumer Protection Act and the Companys Policy for Recoupment
of Incentive Compensation.
Each Executive Employment Agreement has a three-year term,
commencing on January 1, 2017, and expiring on December 31, 2019,
and may be terminated upon the Executive giving thirty (30) days
prior written notice to the Company, his or her death or permanent
disability, by the Company for cause, or by the Executive for good
reason. If the Executive’s employment is terminated without cause
by the Company or through a corporate dissolution, the Executive
will be entitled to severance in an amount equal to twelve (12)
months of his or her base salary. If a change in control of the
Company results in the involuntary termination of the Executive or
the Executive terminates his or her employment for good reason
within nine (9) months following the change in control, the
Executive will be entitled to severance in an amount equal to two
and one-half (2 ) times his or her base salary plus any reasonably
anticipated performance bonus prorated for that fiscal year. Any
severance will be paid in equal installments in accordance with the
Company’s regular pay schedule and will be subject to the
Executive executing a release agreement.
commencing on January 1, 2017, and expiring on December 31, 2019,
and may be terminated upon the Executive giving thirty (30) days
prior written notice to the Company, his or her death or permanent
disability, by the Company for cause, or by the Executive for good
reason. If the Executive’s employment is terminated without cause
by the Company or through a corporate dissolution, the Executive
will be entitled to severance in an amount equal to twelve (12)
months of his or her base salary. If a change in control of the
Company results in the involuntary termination of the Executive or
the Executive terminates his or her employment for good reason
within nine (9) months following the change in control, the
Executive will be entitled to severance in an amount equal to two
and one-half (2 ) times his or her base salary plus any reasonably
anticipated performance bonus prorated for that fiscal year. Any
severance will be paid in equal installments in accordance with the
Company’s regular pay schedule and will be subject to the
Executive executing a release agreement.
Each Executive Employment Agreement also contains a confidentiality
provision, a one (1) year non-compete/non-solicit provision, and
other provisions customarily found in employment agreements with
executives.
provision, a one (1) year non-compete/non-solicit provision, and
other provisions customarily found in employment agreements with
executives.
The foregoing description of the Executive Employment Agreements do
not purport to be complete and is qualified in its entirety by
reference to the full text of such agreement, the form of which is
attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
not purport to be complete and is qualified in its entirety by
reference to the full text of such agreement, the form of which is
attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
Each Executive Employment Agreement provides for a base salary as
follows:
follows:
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Daniel G. Korte- $500,000
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|
Clifford C. Stebe, Jr.- $265.225
|
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Jennifer Alfaro- $265.225
|
|
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Jay P. Inman, Jr.- $257,500
|
|
|
Keith M. Schrader- $258,000
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Section 7 – Regulation FD
Item 7.01 – Regulation FD Disclosure.
On January 4, 2017, the Company issued a press release announcing
the appointment of Jay P. Inman, Jr. as President, Engineering
Services, and Keith M. Schrader as Vice President, Operations. A
copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
the appointment of Jay P. Inman, Jr. as President, Engineering
Services, and Keith M. Schrader as Vice President, Operations. A
copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
As provided in General Instruction B.2 to Form 8-K, the information
furnished in this Item 7.01 shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liabilities under
that Section and shall not be deemed incorporated by reference into
any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly provided by specific
reference in such filing.
furnished in this Item 7.01 shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liabilities under
that Section and shall not be deemed incorporated by reference into
any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly provided by specific
reference in such filing.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.>
See the Exhibit Index, which is hereby incorporated by reference.
About LMI AEROSPACE, INC. (NASDAQ:LMIA)
LMI Aerospace, Inc. is a supplier of structural assemblies, kits and components, and design engineering services to the aerospace and defense markets. The Company operates in two business segments consisting of its Aerostructures segment and its Engineering Services segment. Its Aerostructures segment fabricates, machines, finishes, integrates, assembles and kits machined and formed close tolerance aluminum, specialty alloy and composite components and higher level assemblies for use by the aerospace and defense industries. Its Engineering Services segment provides a range of design, engineering and program management services, supporting aircraft product lifecycles from conceptual design, analysis and certification through production support, fleet support and service life extensions through an engineering solution to original equipment manufacturers (OEMs) and Tier 1 aerospace suppliers, and airline operators. LMI AEROSPACE, INC. (NASDAQ:LMIA) Recent Trading Information
LMI AEROSPACE, INC. (NASDAQ:LMIA) closed its last trading session up +0.04 at 9.18 with 15,641 shares trading hands.
