RAIT Financial Trust (NYSE:RAS) 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 Certain Officers; Election of |
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(c) |
On February 17, 2017, RAIT Financial Trust (RAIT) and |
Prior to joining RAIT, Mr. Kopsky, age 52, was executive vice
president and chief operating officer for Hunt Companies, Inc.,
or Hunt, a diversified financial services holding company, from
August 2013 to November 2016. While at Hunt, Mr. Kopsky served as
a director and officer of Hunt Investment Management Company, a
Hunt affiliate and an SEC registered investment advisor, from
September 2013 to November 2016. From March 2011 to September
2013, Mr. Kopsky was Managing Director- Investment Banking and
Project Finance of Jefferies Company, Inc., a global investment
banking company and broker-dealer. In the period from October
1997 to August 2010, Mr. Kopsky served in various executive
finance/accounting leadership roles for companies including
Capmark Financial Group, Inc., a publicly listed commercial
mortgage company, Reinsurance Group of America, Incorporated, a
publicly traded life reinsurance company, Nationwide Insurance
Group, a diversified insurance and financial services company,
Lincoln Financial Group, a publicly-traded life insurance
company, and Conning Corporation, an asset manager, and its
majority owners MetLife, an insurance company, and Swiss Re, a
reinsurance company. From June 1986 to October 1997, Mr. Kopsky
worked for KPMG LLP, a public accounting firm where, in his last
role, he served as a senior manager. Mr. Kopsky is a certified
public accountant and has the Series 7, 24, 63, and 79 Financial
Industry Regulatory Authority securities license designations.
The terms of Mr. Kopskys employment by RAIT, including his salary
and the amounts of the 2017 target cash bonus award and 2017
long-term equity awards that he would be eligible for, are set
forth in the Offer Letter and Employment Agreement attached to
this report as Exhibits 10.1 and 10.2, respectively, and are
incorporated herein by reference. The Employment Agreement
provides that Mr. Kopsky will receive an annual base salary of
$450,000, and that he is eligible to receive annual bonuses in
such amounts as the Compensation Committee of the Board of
Trustees of the Company (the Committee) may approve in its sole
discretion or under the terms of any annual incentive plan of the
Company maintained for other senior level executives. With
respect to 2017 bonuses, the Offer Letter states that Mr. Kopsky
will be included in RAITs 2017 award opportunities to be
established by the Committee for RAITs eligible officers,
including that he will be eligible for a 2017 target cash bonus
award of $450,000 and 2017 long-term equity awards with an
aggregate target value of $650,000. The foregoing description of
the Offer Letter and Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the
complete text of the Offer Letter and Employment Agreement
attached hereto.
Mr. Kopsky also entered into the standard indemnification
agreement with RAIT which RAIT offers to its executive officers
and trustees, a form of which was filed as Exhibit 10.1 to RAITs
Form S-11, Registration Statement No. 333-35077.
There are currently no arrangements or understandings between Mr.
Kopsky and any other person to which Mr. Kopsky was appointed to
serve as RAITs CFO and Treasurer. RAIT is not aware of any
transaction or any direct or indirect material interest therein
involving Mr. Kopsky or any member of his immediate family
requiring disclosure under Item 404(a) of Regulation S-K.Mr.
Kopsky does not have any family relationship with any director or
other executive officer of RAIT or any person nominated or chosen
by RAIT to become a director or executive officer.
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(e) |
The disclosure above with respect to Mr. Kopskys |
On February 14, 2017, the Committee adopted the following forms
to evidence grants made on February 14, 2017 to the RAIT
Financial Trust 2012 Incentive Award Plan (the IAP) to certain
officers and employees of RAIT, including John (Jamie) J. Reyle,
RAITs general counsel and a named executive officer (as defined
in instruction 4 to Item 5.02 of Form 8-K) of RAIT:
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a Form of Share Appreciation Rights Award Agreement (the |
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a Form of Share Award Grant Agreement for participants |
The Form of SARs Award sets forth the vesting, exercise,
settlement and other terms of share appreciation rights awards
granted to the IAP. The Form of Participant Share Award sets
forth the vesting and other terms of share awards granted to the
IAP. The foregoing descriptions of the Form of SARs Award and
Form of Participant Share Award do not purport to be complete and
are qualified in their entirety by reference to the full text of
the Form of SARs Award and Form of Participant Share Award filed
as Exhibits 10.3 and 10.4 hereto, respectively, and incorporated
herein by reference.
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Item 7.01 |
Regulation FD Disclosure. |
On February 21, 2017, RAIT issued a press release announcing that
Mr. Kopsky would become RAITs CFO and Treasurer.A copy of the
press release is attached as Exhibit 99.1 hereto and is
incorporated herein by reference. The information reported in
this Item, including Exhibit 99.1 hereto, is being furnished and
shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that Section. The information reported in
this Item shall not be incorporated by reference into any
registration statement or other document to the Securities Act of
1933, as amended.
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Item 9.01. |
Financial Statements and Exhibits. |
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(d) |
Exhibits. |
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The exhibits filed as part of this Current Report on Form |
About RAIT Financial Trust (NYSE:RAS)
RAIT Financial Trust (RAIT) is a self-managed and self-advised real estate investment trust (REIT). RAIT uses its vertically integrated platform and relationships to originate commercial real estate loans, acquire commercial real estate properties and invest in, manage and service commercial real estate assets. The Company’s segments are real estate lending, owning and managing segment, Independence Realty Trust, Inc. (IRT) segment and Taberna Securitization segment. The Company’s real estate lending, owning and managing segment concentrates on lending, owning and managing commercial real estate assets throughout the United States. The Company’s IRT segment concentrates on the ownership of apartment properties in opportunistic markets throughout the United States. The Company’s Taberna Securitization segment includes the ownership and management of approximately three real estate trust preferred securitizations. RAIT Financial Trust (NYSE:RAS) Recent Trading Information
RAIT Financial Trust (NYSE:RAS) closed its last trading session down -0.13 at 3.64 with 433,418 shares trading hands.