Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Change in Chief Financial Officer
On October 5, 2021, Adeel Khan, age 48, was appointed as the Executive Vice
President, Chief Financial Officer and Corporate Secretary of PS Business Parks,
Inc. (the "Company"), effective January 10, 2022. Mr. Khan previously served as
Chief Financial Officer of Rexford Industrial Realty, Inc. (NYSE: REXR)
("Rexford") from July 2013 through August 2020 and as Corporate Controller for
Rexford's predecessor business from March 2012 until July 2013. Mr. Khan is a
Certified Public Accountant and obtained his Bachelor of Arts in Business
Administration at the California State University, Fullerton.
Mr. Khan will succeed Jeffrey D. Hedges who notified the Company he will resign
as the Company's Executive Vice President, Chief Financial Officer and Corporate
Secretary, effective November 12, 2021. The Company and Mr. Hedges intend to
enter into a consulting agreement pursuant to which Mr. Hedges will facilitate
the transition of his duties to Mr. Khan for approximately a three-month period
commencing on the effective date of his resignation. The Company and Mr. Hedges
also intend to enter into a customary separation and release agreement that will
provide, among other things, that upon execution and non-revocation of the
separation and release agreement and execution of the consulting agreement,
Mr. Hedges will be entitled to receive a prorated portion of his 2021 annual
cash incentive award at target. The Company's Chief Executive Officer, Dan M.
Chandler, III, will serve as the Company's principal financial officer from the
resignation date to Mr. Khan's start date.
In connection with Mr. Khan's appointment, the Company provided Mr. Khan with an
offer letter (the "Offer Letter"), which provides that Mr. Khan will be paid an
annual base salary of $425,000. The Offer Letter further provides that Mr. Khan
will be eligible to receive a target annual cash incentive award equal to 100%
of his base salary. Mr. Khan will also be entitled, beginning in the 2022
performance year, to a target annual equity performance award no less than the
share-equivalent number of restricted stock units ("RSUs") equal to $800,000.
Performance RSUs that are earned upon achievement of applicable performance
goals will vest in five equal installments, with the first installment vesting
on the date such awards are deemed earned and annually thereafter, subject to
continued employment. Mr. Khan will receive dividend-equivalent rights on earned
RSUs that are subject to continued time vesting.
In addition, upon his start date or promptly thereafter, Mr. Khan will receive a
one-time RSU having a value on the grant date equal to $500,000. These RSUs will
vest ratably over five years subject to continued employment. Mr. Khan will
receive dividend-equivalent rights on these RSUs.
In the event of a Change of Control (as such term is defined in the Company's
2012 Equity and Performance-Based Incentive Compensation Plan (the "2012 Plan")
or the then-applicable equity plan), any unvested equity awards on the date of
separation will vest in accordance with the terms of the 2012 Plan or the
then-applicable equity plan, including the double-trigger requirement in the
event the awards are assumed.
Mr. Khan is not a party to any transaction that would require disclosure under
Item 404(a) of Regulation S-K and does not have family relationships that would
require disclosure under Item 401(d) of Regulation S-K.
Item 7.01 Regulation FD Disclosure
On October 7, 2021, the Company issued a press release announcing the
appointment of Mr. Khan as Chief Financial Officer. A copy of this press release
is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
99.1 Press Release dated October 7, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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