PIPER JAFFRAY COMPANIES (NYSE:PJC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December5, 2017, Piper Jaffray Companies (the “Company”) announced the retirement of Andrew S. Duff as Chief Executive Officer of the Company, effective as of December31, 2017 (the “Effective Date”).
In connection with his retirement, the Company and Mr.Duff entered into the Company’s standard post-termination agreement, dated as of January 1, 2018 (the “Post-Termination Agreement”), that provides for the continued vesting of certain restricted shares of common stock of the Company and mutual fund restricted shares (collectively, the “Outstanding Equity Awards”) as of the Effective Date. In consideration thereof, the Post-Termination Agreement prohibits Mr.Duff, at any time during the period from the Effective Date through the shorter of (i)the remaining vesting period of the last to vest of certain of the Outstanding Equity Awards or (ii)two years following the Effective Date, from participating in certain businesses that compete with the Company, from soliciting certain of the Company’s employees and from acquiring ownership or financial interests in certain competitors of the Company.
Additionally, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company determined that for purposes of performance share units (“PSUs”) granted to Mr.Duff during fiscal years 2016 and 2017, and to be granted to Mr.Duff during fiscal year 2018, Mr.Duff’s termination of employment will constitute a “retirement” under the terms of the applicable PSU award agreements entered into with the Company, thereby providing for the full vesting of each award based on the performance standards achieved thereunder. The Committee further approved an additional cash payment to be made to Mr.Duff under the PSU award granted during fiscal year 2015 in an amount equal to the pro rata portion that the award will be reduced as a result of Mr.Duff’s retirement on the Effective Date.
Mr.Duff will continue to serve as Chairman of the Board following his retirement. In connection with serving in this role, he will participate in the Company’s non-employee director compensation program. For his service as Chairman, the Board has approved the payment of an additional annual retainer of $100,000, of which $50,000 will be paid in shares of the Company’s common stock and $50,000 will be paid in cash.
The foregoing description of the Post-Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Post-Termination Agreement, a copy of which is filed hereto as Exhibit10.1 and incorporated by reference in this Current Report on Form8-K.
Item 9.01. Financial Statements and Exhibits.
10.1 Post-Termination Agreement, dated as of January 1, 2018, between Piper Jaffray Companies and Andrew S. Duff.