Park National Corporation (NASDAQ:PRK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Park National Corporation (NASDAQ:PRK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(a)
Not applicable
(b)
Not applicable
(c)
Not applicable
(d)
Not applicable
(e)
The Compensation Committee of the Board of Directors
(the “Compensation Committee”) of Park National
Corporation (Park) met on December 5, 2016 to determine
the 2017 base salary (the 2017 Base Salary) for each of
Parks executive officers, the incentive compensation
for the twelve-month period ended September 30, 2016
(the “2016 Incentive Compensation”) to be paid to
each of Parks executive officers and equity-based
awards to be granted to Park’s executive officers
effective on January 1, 2017. Both base salary and
incentive compensation are based on Parks performance
relative to its peer bank holding companies, measured
in each case by the return on average equity for the
twelve-month period ended September 30, 2016. The 2017
Base Salary is effective January 1, 2017 and the 2016
Incentive Compensation is expected to be paid in
February 2017.
The following schedule shows the 2017 Base Salary and the
2016 Incentive Compensation for each of Park’s executive
officers:
Name
2016 Base Salary
2017 Base Salary
2016 Incentive Compensation
C. Daniel DeLawder
$575,000
$575,000
$265,000
David L. Trautman
$785,000
$785,000
$370,000
Brady T. Burt
$350,000
$350,000
$165,000
______________________________________

>Mr. DeLawder serves as Chairman of the Board of each of Park
and its national bank subsidiary The Park National Bank (PNB) and
as a full-time executive employee of PNB.


>Mr. Trautman serves as Chief Executive Officer and President
of each of Park and PNB.


>Mr. Burt serves as Chief Financial Officer, Secretary and
Treasurer of Park and as Senior Vice President and Chief
Financial Officer of PNB.
Park National Corporation 2013 Long-Term Incentive Plan –
Performance-Based Restricted Stock Unit Awards
On December 5, 2016, the Compensation Committee granted awards
(the 2017 PBRSU Awards) of performance-based restricted stock
units (PBRSUs) to each of Parks executive officers, which 2017
PBRSU Award grants are to be effective on January 1, 2017,
subject to the terms and conditions of Parks 2013 Long-Term
Incentive Plan (the Park 2013 LTIP).
The following schedule shows the minimum/target number of PBRSUs
which may be earned (the Target Award) and the maximum number of
PBRSUs which may be earned (the Maximum Award) in respect of the
2017 PBRSU Award granted to each of the executive officers of
Park:
Name and Position
Target Award
Maximum Award
C. Daniel DeLawder
Chairman of the Board of Park; Chairman of the Board
and executive employee of PNB
2,000 PBRSUs
3,000 PBRSUs
David L. Trautman
President and Chief Executive Officer of each Park
and PNB
2,500 PBRSUs
3,750 PBRSUs
Brady T. Burt
Chief Financial Officer, Secretary and Treasurer of
Park; Senior Vice President and Chief Financial
Officer of PNB
1,750 PBRSUs
2,625 PBRSUs
The number of PBRSUs earned and settled or, in the alternative,
forfeited will be based upon Parks performance, measured by Parks
cumulative return on average assets (ROA) for the three-year
performance period beginning January 1, 2017 and ending December
31, 2019 (the Performance Period), as compared to the cumulative
ROA results for the Performance Period for a peer group comprised
of bank holding companies with between $3 billion and $10 billion
in total consolidated assets (the Peer Group). However, no PBRSUs
will be earned by any executive officer if Parks consolidated net
income for each fiscal year during the Performance Period has not
equaled or exceeded an amount equal to 110% of all cash dividends
declared and paid by Park during such fiscal year.
Parks performance at the 50th
percentile and the 80th>percentile
of the Peer Groups performance will result in the executive
officers earning PBRSUs representing the Target Award and the
Maximum Award, respectively (interpolated on a straight line
basis for performance at percentiles between these specified
percentiles).
Any PBRSUs earned based on Parks performance relative to the Peer
Group will also be subject to a service-based vesting
requirement. One-half of the PBRSUs earned in respect of the
Performance Period will vest and be settled in Park common shares
(on a one-for-one basis) on the date the Compensation Committee
determines and certifies the number of PBRSUs earned in respect
of the Performance Period (the Certification Date) if the
executive officer is still employed by Park or one of Park’s
subsidiaries on the Certification Date. On the first anniversary
of the Certification Date, the other half of the PBRSUs earned in
respect of the Performance Period will vest and be settled in
Park common shares (on a one-for-one basis) if the executive
officer is still employed by Park or one of Park’s subsidiaries
on the first anniversary of the Certification Date. Subject to
the terms of the award agreement evidencing each PBRSU award,
none of the Park common shares received by an executive officer
upon settlement of earned and vested PBRSUs may be sold,
transferred, assigned or otherwise similarly disposed of by the
executive officer for a period of five years after the date of
settlement.
Each award agreement evidencing a PBRSU award also addresses
the effect of termination of employment of an executive officer
and the effect of a defined Change in Control for purposes of
the Park 2013 LTIP.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits: The following exhibit is included with this
Current Report on Form 8-K:
Exhibit No. Description
10.1
Form of Performance – Based Restricted Stock Unit Award
Agreement to be used to evidence awards of
performance-based restricted stock units under the Park
National Corporation 2013 Long-Term Incentive Plan after
December 5, 2016.
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