Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 6, 2020, TPI Composites, Inc. (the Company) announced the
appointment of James Hilderhoff as Chief Commercial Officer, effective August
3,2020, reporting to the Chief Executive Officer. Mr. Hilderhoff will oversee
all sales, service, business development and account management activities for
the Company's wind and strategic markets.
Mr. Hilderhoff, age 53, most recently served as Chief Commercial
Officer - North America for Wabtec Corporation from February 2019 to July 2020.
Prior to Wabtec Corporation's merger with General Electric Company's
transportation business in February 2019, Mr. Hilderhoff served in sales,
service, operations and marketing roles in various businesses of General
Electric Company (NYSE: GE) for over thirty years, including GE's transportation
and power businesses. Mr. Hilderhoff served as General Manager, Global Sales and
Marketing of GE's transportation business from January 2016 to February 2019,
and also served as General Manager, Americas Services Operation for GE's
transportation business from 2010 to December 2015. Mr. Hilderhoff holds a
Master's Degree in Business Administration from the University of Pennsylvania,
Wharton School of Business and a Bachelor of Science degree in Engineering
Science from Pennsylvania State University.
Mr. Hilderhoff will be entitled to an annual base salary of $475,000
(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 and guaranteed to be not less than $130,000). Upon
his hire, Mr. Hilderhoff will be granted a stock option award of 110,000 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. Hilderhoff's continued employment. Mr. Hilderhoff will receive a sign on
bonus of $100,000, $50,000 of which will be payable sixty days after his
effective date of employment and $50,000 of which will be paid on his six-month
anniversary of his hire date, and each of installment of the sign on bonus is
contingent upon Mr. Hilderhoff remaining employed with the Company for a period
of 12 months after payment of each installment of the sign on bonus. Mr.
Hilderhoff will be reimbursed for certain relocation and temporary living
expenses. Mr. Hilderhoff 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. Hilderhoff (each as defined in Mr.
Hilderhoff'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. Hilderhoff will
receive cash severance equal to 12 months' salary continuation, and up to 12
monthly cash payments equal to the Company's monthly contribution for Mr.
Hilderhoff's health insurance.
In the event Mr. Hilderhoff is terminated by the Company "without
cause" or "for good reason" by Mr. Hilderhoff, within 12 months 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. Hilderhoff 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 100% of his base salary and 100% of his annual
target bonus, (ii) up to 12 monthly cash payments equal to the Company's monthly
contribution for Mr. Hilderhoff's health insurance, (iii) for all outstanding
and unvested equity awards of the Company subject to time-based vesting held by
Mr. Hilderhoff, 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. Hilderhoff fully accelerated vesting of such awards to the extent
provided in the underlying award agreement.
There are no arrangements or understandings between Mr. Hilderhoff
and any other persons pursuant to which he was appointed as Chief Commercial
Officer and no family relationships among any of the Company's directors or
executive officers and Mr. Hilderhoff. Mr. Hilderhoff has no direct or indirect
material interest in any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.
On August 6, 2020, the Company issued a press release regarding Mr.
Hilderhoff's appointment, which is included as Exhibit 99.1 to this Form 8-K.
The information in Exhibit 99.1 is being furnished and shall not be deemed
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that Section. The
information in Exhibit 99.1 shall not be incorporated by reference into any
registration statement or other document pursuant to the Securities Act of 1933,
Item 9.01. Financial Statements and Exhibits.
99.1 Press Release of TPI Composites, Inc, dated August 6, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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