TPI Composites, Inc. (NASDAQ:TPIC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
On August7, 2017, TPI Composites, Inc. (the Company) announced the appointment of Joseph G. Kishkill as Chief Commercial Officer, effective August21, 2017, reporting to the Chief Executive Officer. Mr.Kishkill will oversee all sales, business development and account management activities for the Company.
Mr.Kishkill, age 53, most recently served as President, International of First Solar, Inc. (Nasdaq: FSLR) from July 2015 until June 2016, and as Chief Commercial Officer from August 2013 to June 2015, where he had responsibility for global business development, sales and international public affairs. Prior to joining First Solar, Inc., Mr.Kishkill was President, Eastern Hemisphere Operations, for Exterran Energy Solutions, L.P. and Senior Vice President of Exterran Holdings, Inc., a global provider of natural gas, petroleum and water treatment production services from 2009 to 2013. Prior to that, he led Exterran’s business in the Latin America region. Prior to joining Exterran’s predecessor company in 2002, Mr.Kishkill held positions of increasing responsibility with Enron Corporation from 1990 to 2001, advancing to Chief Executive Officer for South America. During his career, Mr.Kishkill has been based in the United Arab Emirates, Brazil and Argentina and has provided management services for energy projects and pipelines throughout South America. Mr.Kishkill holds a Master in Business Administration degree from the Harvard Graduate School of Business Administration and holds a Bachelor of Science degree in Electrical Engineering from Brown University.
Mr.Kishkill will be entitled to an annual base salary of $400,000 (subject to periodic increases at the Company’s discretion) and the opportunity to participate in the Company’s annual cash incentive bonus program, with a target bonus percentage of 65% of his annual base salary (prorated for days of service in his year of hire). Upon his hire, Mr.Kishkill will be granted a stock option award of 150,000 shares of the Company’s common stock, which will vest over four years (25% on the first anniversary date of the grant date and 6.25% each quarter thereafter), subject to Mr.Kishkill’s continued employment. Mr.Kishkill will be reimbursed for certain relocation and temporary living expenses. Mr.Kishkill will be eligible to participate in the Company’s standard employee benefit programs and will be entitled to benefits consistent with those provided to other senior executives of the Company and any other benefits that the Company may, in its sole discretion, elect to grant to him from time to time.
In the event of a termination of employment by the Company “without cause” or for “good reason” by Mr.Kishkill (each as defined in Mr.Kishkill’s employment agreement) and not involving a change of control of the Company, subject to the delivery of a fully effective release of claims and continued compliance with applicable restrictive covenants, Mr.Kishkill will receive cash severance equal to 12 months’ salary continuation, and up to 12monthly cash payments equal to the Company’s monthly contribution for Mr.Kishkill’s health insurance.
In the event Mr.Kishkill is terminated by the Company “without cause” or “for good reason” by Mr.Kishkill, within12months following a change in control of the Company, subject to the delivery of a fully effective release of claims and continued compliance with applicable restrictive covenants, Mr.Kishkill will not be entitled to the severance benefits described above, but will instead be entitled to the following: (i)a lump sum cash severance payment equal to 50% of his base salary and 50% of his annual target bonus, (ii)up to 12monthly cash payments equal to the Company’s monthly contribution for Mr.Kishkill’s health insurance, (iii)for all outstanding and unvested equity awards of the Company subject to time-based vesting held by Mr.Kishkill, full accelerated vesting of such awards, with a post-termination exercise period, if applicable, of one year and (iv)for all outstanding and unvested equity awards of the Company subject to performance-based vesting held by Mr.Kishkill, fully accelerated vesting of such awards to the extent the applicable performance goals have been met at such time.
On August7, 2017, the Company issued a press release regarding Mr.Kishkill’s appointment, which is included as Exhibit 99.1 to this Form 8-K.
| Item 5.02 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d)Exhibits.
| 99.1 | Press Release of TPI Composites, Inc., dated August7, 2017 |
TPI COMPOSITES, INC ExhibitEX-99.1 2 d421112dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 TPI Composites,…To view the full exhibit click here
About TPI Composites, Inc. (NASDAQ:TPIC)
TPI Composites, Inc. manufactures composite wind blades. The Company operates through four segments. The United States segment includes the manufacturing of wind blades at its Newton, Iowa plant; the manufacturing of precision molding and assembly systems used for the manufacture of wind blades in its Warren, Rhode Island facility, and the manufacturing of composite solutions for the transportation industry, which it also conducts in its Rhode Island and Massachusetts facilities. The Asia segment includes the manufacturing of wind blades in facilities in Taicang Port, China and two in Dafeng, China; the manufacturing of precision molding and assembly systems in its Taicang City, China facility; the manufacturing of components in its second Taicang Port, China facility, and wind blade inspection and repair services. The Mexico segment manufactures wind blades from a facility in Juarez, Mexico. The Middle East and Africa segment manufactures wind blades from a facility in Izmir, Turkey.
