PROFIRE ENERGY, INC. (NASDAQ:PFIE) 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 Departure of Directors or Certain Officers Election of Directors Appointment of Certain Officers Compensatory Arrangements of Certain Officers
(e) Compensatory Arrangements for Certain Officers.
On April 22, 2019, the Board of Directors (the Board) of Profire Energy, Inc. (the Company) approved the 2019 Executive Incentive Plan (the EIP) for Brenton W. Hatch, the Companys President and Chief Executive Officer, Ryan W. Oviatt, the Companys Chief Financial Officer, Cameron M. Tidball the Companys Chief Business Development Officer, Jay G. Fugal, the Companys Vice President of Operations, and Patrick D. Fisher, the Companys Vice President of Product development. The EIP provides for the potential award of bonuses to the participants based on the Companys financial performance in fiscal 2019. If earned, the bonuses will be payable in cash and stock, and the stock portion of the bonuses is intended to constitute an award under the Companys 2014 Equity Incentive Plan, as amended (the Plan). In addition to the EIP, the Board also approved as a long term incentive plan the grants of a restricted stock unit awards to Messrs. Oviatt, Tidball, Fugal, and Fisher to the Plan (the 2019 LTIP).
Under the terms of the EIP, each participating executive officer has been assigned a target bonus amount for fiscal 2019. The target bonus amount for Mr. Hatch is $412,000, the target bonus amount for Mr. Oviatt is $90,125, the target bonus amount for Mr. Tidball is $84,357, the target bonus for Mr. Fugal is $41,200, and the target bonus for Mr. Fisher is $38,750 CAD. Under no circumstance can the participants receive more than two times the assigned target bonus.
Participants will be eligible to receive bonuses based upon reaching or exceeding performance goals established by the Board or its Compensation Committee for fiscal 2019. The performance goals in the EIP are
based on the Companys total revenue, net income, free cash flow, and product development milestones. Each of these performance goals will be weighted 25% in calculating bonus amounts.
The bonus amounts earned under the EIP, if any, will be paid 50% in cash and 50% in shares of restricted stock under the Plan. In no event shall the total award exceed 200% of the target bonus amount for each participant, or exceed any limitations otherwise set forth in the Plan. The actual bonus amounts, if any, will be determined by the Compensation Committee of the Board upon the completion of fiscal 2019 and paid by March 15, 2020, subject to all applicable tax withholding.
The 2019 LTIP consists of total awards of 66,213 restricted stock units (Units) to Mr. Oviatt, 51,646 Units to Mr. Tidball, 35,313 Units to Mr. Fugal, and 24,862 Units to Mr. Fisher to two separate Restricted Stock Unit Award Agreements to be entered between the Company and each participant. One such agreement will cover 33% of each participants Units that are subject to time-based vesting, and the other such agreement will cover the remaining 67% of such participants Units that may vest based on performance metrics. Upon vesting, the award agreements entitle the award recipients to receive one share of the Companys common stock for each vested Unit. The vesting period of the 2019 LTIP began on January 1, 2019 and terminates on December 31, 2021 (the Performance Vesting Date).
The Units subject to time-based vesting, including 22,071 Units for Mr. Oviatt, 17,215 Units for Mr. Tidball, 11,772 Units for Mr. Fugal, and 8,287 Units for Mr. Fisher, will vest for each participant in three equal and annual installments beginning December 31, 2019 and ending on December 31, 2021 if the participant’s employment continues with the Company through such dates.
The performance-vesting Units, including up to 44,142 Units for Mr. Oviatt, 34,431 Units for Mr. Tidball, 23,541 Units for Mr. Fugal, and 16,575 Units for Mr. Fisher, may vest based upon the following Company performance metrics:
One-third of such performance-vesting Units, consisting of 14,714 Units for Mr. Oviatt, 11,477 Units for Mr. Tidball, approximately 7,847 Units for Mr. Fugal, and 5,525 Units for Mr. Fisher, may vest for each of the three performance metrics identified in the table above. The number of Units that will vest for each performance metric on the Performance Vesting Date shall be determined as follows:
The foregoing summary of the 2019 Executive Incentive Plan and the Restricted Stock Unit Award Agreements is qualified in its entirety by the text of the 2019 Executive Incentive Plan and each of the Restricted Stock Unit Award Agreements, which the Company intends to file as exhibits to its Quarterly Report on Form 10-Q for the quarter ending June 30, 2019.
About PROFIRE ENERGY, INC. (NASDAQ:PFIE)
Profire Energy, Inc. is an oilfield technology company. The Company is primarily engaged in the business of developing combustion management technologies for the oil and gas industry. It specializes in the creation of burner-management systems, used on a range of oilfield natural-draft fire tube vessels. It offers burner-management systems, which help to ignite, monitor and manage the burner flame. Its solution, the PF3100, helps manage and synchronize custom applications helping oilfield producers meet deadlines through an off-the-shelf solution with dynamic customization. It also sells complementary oilfield products. Such products help manage fuel flow (such as valves and fuel trains), meter air flow (such as airplates), generate power on-site (such as solar packages), ignite and direct flame (such as flare stack igniter and nozzles), and other functions. In addition to the burner-management systems and complementary technologies, it also offers chemical-management systems.
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