WESTWOOD HOLDINGS GROUP, INC. (NYSE:WHG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 7, 2018, the Board of Directors of Westwood Holdings Group, Inc. (“Westwood” or the “Company”) appointed Fabian Gomez, age 52, to serve as the Company’s Chief Operating Officer, effective immediately.
Mr. Gomez previously served as the Company’s Chief Information Officer since July 2015 and also served as Director of Operations beginning in February 2016. Before joining Westwood, he worked at Invesco Ltd. where he served as the Global Head of Equity and Alternative Investment Applications and was responsible for strategic planning, management of a multi-million dollar budget, and oversight of all major project initiatives, global support, and staff development. Prior to that, Mr. Gomez worked for McDonnell Investment Management where he served as a Managing Director and Chief Information Officer for six years.
As Chief Operating Officer, Mr.Gomez is eligible to participate in all compensation and incentive plans that are available to the Company’s employees generally, including (i)annual cash incentive awards approved by the Compensation Committee of the Company’s Board of Directors, (ii)long-term equity incentive awards granted to the Company’s Fourth Amended and Restated Stock Incentive Plan (“Stock Incentive Plan”), and (iii)employee and post-retirement benefits, including under the Company’s Westwood Holdings Group, Inc. Savings Plan.
There is no written employment agreement with Mr. Gomez; however, in connection with this appointment, on February 9, 2018, the Company and Mr. Gomez entered into a severance agreement, a copy of which is included as an exhibit to this report (the “Severance Agreement”). The Severance Agreement provides for continued vesting of Mr. Gomez’s outstanding unvested restricted stock awards upon his involuntary termination of employment by the Company without “cause” (as defined in the Severance Agreement) or his voluntary termination of employment with the Company for “good reason” (as defined in the Severance Agreement), provided he (a) complies fully with all obligations under the Severance Agreement and the Employee Confidentiality and Non-Compete Agreement between the Company and Mr. Gomez dated February 8, 2018, and (b) executes and does not revoke a general release of all claims arising out of or related to his employment with the Company. The foregoing summary is qualified in its entirety by reference to the text of the Severance Agreement, which is attached as an exhibit to this report.
The Company will pay Mr.Gomez an annual base salary of $260,000 to serve as Chief Operating Officer, his target annual cash bonus opportunity will be $260,000 (50% of base), and his target annual stock incentive award under the Stock Incentive Plan will be $260,000 (50% of base), subject to the approval of the Compensation Committee of the Company’s Board of Directors. Future salary, cash bonus awards, and restricted stock awards are subject to the approval of the Compensation Committee of the Company’s Board of Directors.
There are no family relationships between any of the Company’s directors or officers and Mr. Gomez.
Item 9.01Financial Statements and Exhibits.
10.1Severance Agreement, dated February 9, 2018, between the Company and Fabian Gomez
WESTWOOD HOLDINGS GROUP INC ExhibitEX-10.1 2 final8kexhibitcoo.htm EXHIBIT 10.1 Exhibit February 9,…To view the full exhibit click
About WESTWOOD HOLDINGS GROUP, INC. (NYSE:WHG)
Westwood Holdings Group, Inc. (Westwood) is a holding company. Through its subsidiaries, the Company manages investment assets and provides services. The Company operates through its subsidiaries, which include Westwood Management Corp. and Westwood Advisors, LLC (together, Westwood Management), Westwood International Advisors Inc. (Westwood International) and Westwood Trust. The Company operates through two segments: Advisory and Trust. The Company’s advisory segment comprises Westwood Management and Westwood International, and encompasses three distinct investment teams: the United States Value Team, the Global Convertible Securities Team, and the Global and Emerging Markets Equity Team. The Company, through Westwood Trust, provides fiduciary and investment services to high net worth individuals and families, non-profit endowments and foundations, public and private retirement plans and individual retirement accounts (IRAs).