Tesoro Corporation (NYSE:TSO) 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.
2017 Base Salaries
On February 14, 2017, the Compensation Committee (the Compensation
Committee) of our Board of Directors approved base salaries for our
Chief Executive Officer and other named executive officers,
effective February 19, 2017, as follows:
Committee) of our Board of Directors approved base salaries for our
Chief Executive Officer and other named executive officers,
effective February 19, 2017, as follows:
|
Named Executive Officers Title
|
2017 Base Salary
|
|
Gregory J. Goff, Chairman, President and Chief
Executive Officer |
$1,600,000
|
|
Steven M. Sterin, Executive Vice President and Chief
Financial Officer |
$800,000
|
|
Keith M. Casey, Executive Vice President, Marketing
Commercial |
$735,000
|
|
Cynthia J. Warner, Executive Vice President, Operations
|
$682,500
|
2016 Incentive Compensation Payouts
On February 14, 2017, the Compensation Committee approved the
payouts under the 2016 Incentive Compensation Program for our Chief
Executive Officer and other named executive officers as follows:
payouts under the 2016 Incentive Compensation Program for our Chief
Executive Officer and other named executive officers as follows:
|
Named Executive Officers
|
Bonus Payment
|
|
Gregory J. Goff
|
$3,635,200
|
|
Steven M. Sterin
|
$1,125,540
|
|
Keith M. Casey
|
$924,810
|
|
Cynthia J. Warner
|
$768,773
|
2017 Incentive Compensation Program
On February 14, 2017, the Compensation Committee approved the terms
of the 2017 Incentive Compensation Program (the 2017 Program). In
addition, the Compensation Committee approved the target payouts
for our Chief Executive Officer and other named executive officers.
Payouts under the 2017 Program are based on a combination of
corporate results and individual performance (as further described
below).
of the 2017 Incentive Compensation Program (the 2017 Program). In
addition, the Compensation Committee approved the target payouts
for our Chief Executive Officer and other named executive officers.
Payouts under the 2017 Program are based on a combination of
corporate results and individual performance (as further described
below).
The performance results may be adjusted to take into account
unbudgeted business decisions, unusual or non-recurring items and
other factors, as approved by the Compensation Committee, to
determine the total amount, if any, available under the 2017
Program and can range from 0% to 200%. The Compensation Committee
has discretion to adjust individual awards based on an assessment
of each executive officer’s overall performance.
unbudgeted business decisions, unusual or non-recurring items and
other factors, as approved by the Compensation Committee, to
determine the total amount, if any, available under the 2017
Program and can range from 0% to 200%. The Compensation Committee
has discretion to adjust individual awards based on an assessment
of each executive officer’s overall performance.
Corporate Performance – Corporate performance metrics include the
following:
following:
|
|
Achievement of earnings before interest, taxes, depreciation
and amortization measured on a margin neutral basis (this is the most heavily weighted metric constituting 50% of the bonus opportunity for the corporate performance component) |
|
|
Growth Productivity Improvements – Targeted improvements in
growth and productivity to create value (this metric constitutes 20% of the bonus opportunity for the corporate performance component) |
|
|
Cost Management – Measurement of operating expenditures
versus budget (this metric constitutes 15% of the bonus opportunity for the corporate performance component) |
|
|
Process Safety Management – Targeted improvement in the
number of process safety incidents (this metric constitutes 7.5% of the bonus opportunity for the corporate performance component) |
|
|
Environmental – Targeted improvement in the number of
environmental incidents (this metric constitutes 7.5% of the bonus opportunity for the corporate performance component) |
An assessment of each executive officers overall performance,
taking into account the performance of their respective business
units, successful achievement of goals, business plan execution,
and other leadership attributes, will be used as a basis for
adjusting payouts for the executive officers payout above or
below the amount determined by the overall Corporate Performance.
taking into account the performance of their respective business
units, successful achievement of goals, business plan execution,
and other leadership attributes, will be used as a basis for
adjusting payouts for the executive officers payout above or
below the amount determined by the overall Corporate Performance.
The target payout amounts for the Chief Executive Officer and
named executive officers are as follows:
named executive officers are as follows:
|
Named Executive Officers
|
Total Target Payout Amount*
|
|
Gregory J. Goff
|
160%
|
|
Steven M. Sterin
|
110%
|
|
Keith M. Casey
|
110%
|
|
Cynthia J. Warner
|
50%
|
*As a percentage of base salary earnings during 2017.
Form Agreement for 2017 Awards Under the Tesoro Corporation
Amended and Restated 2011 Long-Term Incentive Plan
Amended and Restated 2011 Long-Term Incentive Plan
On February 14, 2017, the Compensation Committee approved (1) the
form of 2017 Grant Letter (the PS Grant Letter) to which
Performance Shares were issued under the Tesoro Corporation
Amended and Restated 2011 Long-Term Incentive Plan (the Plan) as
well as the related Summary of Key Provisions for Performance
Share Awards Granted (the PS Key Provisions) and (2) the form of
2017 Grant Letter (the MSU Grant Letter) to which market stock
units were issued under the Plan as well as the related Summary
of Key Provisions for Market Stock Unit Award Granted (the MSU
Key Provisions). These documents set forth the terms of 2017
grants of performance shares and market stock units to certain
participants under the Plan, including the Chief Executive
Officer and other named executive officers.
form of 2017 Grant Letter (the PS Grant Letter) to which
Performance Shares were issued under the Tesoro Corporation
Amended and Restated 2011 Long-Term Incentive Plan (the Plan) as
well as the related Summary of Key Provisions for Performance
Share Awards Granted (the PS Key Provisions) and (2) the form of
2017 Grant Letter (the MSU Grant Letter) to which market stock
units were issued under the Plan as well as the related Summary
of Key Provisions for Market Stock Unit Award Granted (the MSU
Key Provisions). These documents set forth the terms of 2017
grants of performance shares and market stock units to certain
participants under the Plan, including the Chief Executive
Officer and other named executive officers.
The PS Key Provisions contemplate that performance shares of our
common stock contingent upon the achievement of certain
performance goals will vest at the end of the 36 month
performance period, which lasts from February 14, 2017 through
February 14, 2020. Upon vesting at the end of the performance
period, awards will be adjusted based on achievement of the
applicable performance conditions.
common stock contingent upon the achievement of certain
performance goals will vest at the end of the 36 month
performance period, which lasts from February 14, 2017 through
February 14, 2020. Upon vesting at the end of the performance
period, awards will be adjusted based on achievement of the
applicable performance conditions.
The MSU Grant Letter and MSU Key Provisions contemplate that
market stock units to which shares of our common stock will be
earned at vesting based on stock price performance will vest at
the end of the 36 month performance period, which lasts from
February 14, 2017 through February 14, 2020. Upon vesting at the
end of the performance period, the number of shares earned will
be adjusted by multiplying the factor of the average closing
stock price for the 30 days prior to the vesting date over the
average closing stock price for the 30 days prior to the grant
date.
market stock units to which shares of our common stock will be
earned at vesting based on stock price performance will vest at
the end of the 36 month performance period, which lasts from
February 14, 2017 through February 14, 2020. Upon vesting at the
end of the performance period, the number of shares earned will
be adjusted by multiplying the factor of the average closing
stock price for the 30 days prior to the vesting date over the
average closing stock price for the 30 days prior to the grant
date.
The foregoing description is qualified in its entirety by
reference to the actual terms of the PS Grant Letter, PS Key
Provisions, MSU Grant Letter and MSU Key Provisions, which are
filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to
this Current Report on Form 8-K.
reference to the actual terms of the PS Grant Letter, PS Key
Provisions, MSU Grant Letter and MSU Key Provisions, which are
filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to
this Current Report on Form 8-K.
Grant of Awards to Named Executive Officers
On February 14, 2017, the Compensation Committee approved the
following grants of awards to the Chief Executive Officer and
other named executive officers:
following grants of awards to the Chief Executive Officer and
other named executive officers:
|
Named Executive Officers
|
Number of
Performance Shares
|
Number of
Market Stock Units
|
|
|
Gregory J. Goff
|
35,725
|
39,270
|
|
|
Steven M. Sterin
|
7,304
|
8,029
|
|
|
Keith M. Casey
|
9,019
|
9,914
|
|
|
Cynthia J. Warner
|
5,081
|
5,586
|
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
*10.1
|
Tesoro Corporation 2017 Performance Share Award
Grant Letter |
|
|
*10.2
|
Tesoro Corporation Performance Share Awards Granted
in 2017 Summary of Key Provisions |
|
|
*10.3
|
Tesoro Corporation 2017 Market Stock Unit Award
Grant Letter |
|
|
*10.4
|
Tesoro Corporation Market Stock Unit Awards Granted
in 2017 Summary of Key Provisions |
__________________
* Filed herewith.
About Tesoro Corporation (NYSE:TSO)
Tesoro Corporation (Tesoro) is an independent petroleum refining and marketing company. The Company operates through three business segments: Refining operating segment (Refining), which owns and operates refineries, and refines crude oil and other feedstocks into transportation fuels; TLLP, a publicly traded limited partnership, which includes certain crude oil and natural gas gathering assets, natural gas processing and crude oil and refined products terminaling, and transportation and storage assets, and marketing segment (Marketing), which sells transportation fuels. The Company’s Refining segment owns and operates approximately six petroleum refineries with a combined crude oil capacity of over 850 thousand barrels per day (Mbpd). TLLP’s business operates in three segments: Gathering, Processing, and Terminalling and Transportation. The Marketing segment sells transportation fuels in approximately 20 states through a network of approximately 2,270 retail stations. Tesoro Corporation (NYSE:TSO) Recent Trading Information
Tesoro Corporation (NYSE:TSO) closed its last trading session 00.00 at 86.64 with 1,539,336 shares trading hands.