Tredegar Corporation (NYSE:TG) 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.
On February 28, 2019, Tredegar Corporation (the “Company”) announced that on February 22, 2019, John D. Gottwald informed the Company’s Board of Directors (the “Board of Directors”) that he plans to retire as the Company’s President and Chief Executive Officer, effective as of the day following the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 with the Securities and Exchange Commission, which is expected to occur on March 18, 2019. The Company also announced that on February 22, 2019, the Board of Directors elected John M. Steitz as the Company’s President and Chief Executive Officer, effective upon John D. Gottwald’s retirement.
John M. Steitz, 60, has been a director of the Company since 2017. He previously served as President and Chief Executive Officer of Addivant Corporation, a leading global supplier of antioxidants, intermediates, inhibitors, modifiers, UV stabilizers and other additives to the plastic and rubber industries, from March 2015 until January 2019, as President and Chief Operating Officer of PQ Corporation, a leading worldwide producer of specialty inorganic performance chemicals and catalysts, from October 2013 until March 2015, as President and Chief Executive Officer of Avantor Performance Materials, a global supplier of ultra-high-purity life sciences materials with strict regulatory and performance specifications, from September 2012 through September 2013, as President and Chief Operating Officer of Albemarle Corporation, a worldwide manufacturer of specialty chemicals, from March 2012 through August 2012, and as Chief Operating Officer and Executive Vice President of Albemarle from April 2007 until March 2012. Mr. Steitz has also served on the board of directors of Innophos Holdings, Inc., a producer of specialty grade phosphate products for the food, pharmaceutical and industrial market segments, since 2009.
In connection with his election as the Company’s President and Chief Executive Officer, the Executive Compensation Committee of the Board of Directors approved a compensation package for Mr. Steitz consisting of the follow components:
|
Annual Base Salary |
Stock Option Grant Value(1) |
Restricted Stock Grant Value(1) |
||||
|
John M. Steitz |
$ |
825,000 |
$ |
1,414,710 |
$ |
471,570 |
| (1) |
Mr. Steitz will receive stock options or shares of restricted stock for the number of shares with the applicable grant date value reflected above. |
The stock options will be granted on the third day following the Company’s earnings release for the fourth quarter of 2018, which is expected to be on March 18, 2019 (the “Date of Grant”). The stock options will have an exercise price per share equal to 106.12% of the closing price of the Company’s common stock on the Date of Grant. The options will vest three years from the Date of Grant and will have a term of five years. The grant of options will be subject to the terms of the Notice of Nonstatutory Stock Option Grant and Nonstatutory Stock Option Terms and Conditions, a form of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019.
The shares of restricted stock become vested and nonforfeitable three years from the Date of Grant. Upon the issuance of the shares, Mr. Steitz will be entitled to vote the shares and will be entitled to receive, free of all restrictions, ordinary cash dividends. The grant of restricted stock is subject to the terms of the Notice of Stock Award and Stock Award Terms and Conditions, substantially in the form filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2016.
The nonqualified stock options and shares of restricted stock will be granted in reliance on the employment inducement exemption provided under the New York Stock Exchange Listed Company Manual Rule 303A.08 and not to the Company’s 2018 Equity Incentive Plan.
About Tredegar Corporation (NYSE:TG)
Tredegar Corporation is engaged, through its subsidiaries, in the manufacture of polyethylene (PE) plastic films, polyester (PET) films and aluminum extrusions. The Company’s segments are PE Films, Flexible Packaging Films and Aluminum Extrusions. PE Films manufactures plastic films, elastics and laminate materials primarily utilized in personal care materials, surface protection films and specialty and optical lighting applications. Flexible Packaging Films consists of Terphane. Flexible Packaging Films produces polyester-based films for use in packaging applications that have specialized properties, such as heat resistance, strength, barrier protection and the ability to accept print graphics. The William L. Bonnell Company, Inc., a division of Bonnell Aluminum (together, Aluminum Extrusions), produce aluminum extrusions primarily for building and construction, automotive, consumer durables, machinery and equipment, electrical and distribution markets.
