Walter Investment Management Corp. (NYSE:WAC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
Chief Financial Officer Transition
On December6, 2017, Walter Investment Management Corp. (the “Company”) announced that Jerry Lombardo, age 47, will succeed Gary Tillett as the Company’s Chief Financial Officer. Mr. Tillett will continue to serve as the Company’s Chief Financial Officer through a date mutually agreed between Mr. Tillett and the Company between February1, 2018 and February15, 2018. Mr. Lombardo’s employment with the Company will commence on a date reasonably agreed upon by Mr. Lombardo and the Company, which will be no later than February1, 2018, and Mr.Lombardo will commence service as the Company’s CFO thereafter as agreed by the Company and Mr. Lombardo.
to that certain offer letter between Mr.Lombardo and the Company, dated November30, 2017 (the “Offer Letter”), Mr.Lombardo will receive an annual base salary of $450,000, and a target annual incentive bonus opportunity for calendar year 2018 of $500,000 based on Company performance and other objectives to be established by the Company’s Board of Directors. For 2018, Mr.Lombardo will receive two grants under the Company’s long-term incentive plan to be implemented following the effective date of the Company’s reorganization under Chapter 11 of the U.S. Bankruptcy Code, including (1)a grant with a targeted value of $290,000, such amount vesting over two years, and (2)a 2018 incentive grant with a targeted value of $500,000 with vesting to be determined by the Company’s Board of Directors generally consistent with the long-term incentive grants made to other senior management of the Company. Mr.Lombardo will also receive a one-time sign-on bonus in the amount of $735,000, payable in a lump-sum cash payment, subject to full clawback if Mr.Lombardo resigns or is terminated for “cause” (as defined in the Offer Letter) prior to the first anniversary of his start date and a pro-rata clawback if he is terminated without “cause” prior to the first anniversary of his start date. Mr.Lombardo will be entitled to severance payments equal to twelve months of base salary if he is terminated by the Company without “cause.” Mr.Lombardo will receive relocation benefits and health, welfare and retirement benefits in accordance with Company policies. Mr.Lombardo also executed with the Company that certain Confidentiality, Non-Interference, and Invention Assignment Agreement.
Mr.Lombardo served as a Managing Director& Treasurer of the Consumerand Community Bank at JP Morgan Chase& Co from 2013 to 2017. He held a number of senior finance roles including the Global Head of Funding& Liquidity for Ally Financial, Finance Executive at Cerberus Capital Management, Senior Managing Director at FTI Consulting and as Chief Financial Officer of Refco. Mr.Lombardo is a Certified Public Accountant and received his Bachelor of Business Administration in Accounting from Pace University.
There are no family relationships between Mr.Lombardo and any directors or officers of the Company. There have been no transactions nor are there any proposed transactions between the Company and Mr.Lombardo that would require disclosure to Item 404(a) of Regulation S-K.
Gary Tillett will retire as the Company’s Chief Financial Officer and will resign and from all other positions with the Company and its subsidiaries effective on a date as mutually agreed between Mr.Tillett and the Company between February1, 2018 and February15, 2018 (the “Retirement Date”). to the terms of that certain Retirement Agreement between Mr.Tillett and the Company, dated December6, 2017 (the “Retirement Agreement”), Mr.Tillett will continue to receive his current base salary of $500,000 per annum and will remain eligible to participate in the Company’s employee benefit programs in accordance with their terms through the Retirement Date.
As part of the Company’s Prepackaged Chapter 11 Plan of Reorganization (the “Plan”), the Company has determined that Mr.Tillett’s current employment agreement with the Company dated January28, 2014 (the “Employment Agreement”) and the cash-based award agreement with the Company dated November3, 2016 (the “Award Agreement”) will be rejected. In settlement of the claim that Mr.Tillett will have as a result of the Company’s rejection of such agreements, Mr.Tillett will be entitled to receive a cash payment equal to $500,000, payable in a lump-sum (the “Settlement Payment”). The Settlement Payment will be paid to Mr.Tillett on the first regularly scheduled payroll date following (and subject to) Mr.Tillett’s timely execution, delivery and non-revocation of a Release of Claims, which Release of Claims must be executed on or within ten (10)days following the Retirement Date. The Settlement Payment will be an allowed general unsecured claim against the Company. Certain provisions of Mr.Tillett’s Employment Agreement will remain in force for the post-employment periods as specified in the Employment Agreement, including Section8(c) (Non-Solicit), Section9 (Non-Disparagement), Section10 (Confidentiality), Section11 (Clawback), Section12 (Indemnification and Insurance), and Section13 (Tax Delay in Payment). The effectiveness of the Retirement Agreement is contingent upon confirmation of the Plan by the United States Bankruptcy Court and the Plan’s provision that allowed general unsecured claims are unimpaired by the Plan. In the event that either of the foregoing conditions are not met, the Employment Agreement and the Award Agreement will remain in full force and effect.
The foregoing summaries of the Offer Letter and the Retirement Agreement do not purport to be complete and are qualified in their entirety by reference to the text of each of the Offer Letter and Retirement Agreement.
Appointment of Chief Operations Officer
On December 6, 2017, the Company announced the appointment of Jeffrey Baker, age 54, the Company’s President of Reverse Mortgage Solutions, Inc. (“RMS”) as its Chief Operations Officer effective immediately. Mr.Baker has served as President of RMS since October 2016. Mr.Baker is a current executive officer of the Company. The biographical and other information for Mr.Baker has been previously reported and is incorporated by reference herein from the heading “Management – Executive Officers Who Are Not Directors” in the Company’s Proxy Statement on Schedule 14A filed with the SEC on April5, 2017. Mr.Baker is currently a party to an employment agreement with the Company.
On December 6, 2017, the Company issued a press release announcing the foregoing management transition and Chief Operations Officer appointment. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
|Item 5.02.||Financial Statements and Exhibits.|
See Exhibit Index.
Press Release, dated December6, 2017
WALTER INVESTMENT MANAGEMENT CORP ExhibitEX-99.1 2 d442572dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE WALTER INVESTMENT MANAGEMENT CORP. ANNOUNCES SENIOR EXECUTIVE CHANGES Jerry Lombardo Joins Company to Succeed Gary Tillett as Chief Financial Officer Jeffrey Baker Appointed Chief Operations Officer FORT WASHINGTON,…To view the full exhibit click
About Walter Investment Management Corp. (NYSE:WAC)
Walter Investment Management Corp. is a diversified mortgage banking firm focused primarily on the servicing and origination of residential loans, including reverse loans. The Company operates through three segments: Servicing, Originations and Reverse Mortgage. The Servicing segment consists of operations that perform servicing for third-party credit owners of mortgage loans, as well as its own mortgage loan portfolio. The Servicing segment also includes Insurance, and Loans and Residuals businesses. The Originations segment consists of operations that originate and purchase mortgage loans that are intended for sale to third parties. The Reverse Mortgage segment consists of operations which purchases and originates home equity conversion mortgage that are securitized, but remain on the consolidated balance sheet as collateral for secured borrowings.