Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 11, 2020, TPI Composites, Inc. (the Company) announced that Linda
Hudson, has been appointed to its Board of Directors (the Board). Ms. Hudson was
appointed as a Class II Director on August 11, 2020, to serve for a term
expiring at the Company's 2021 annual meeting of stockholders, or until her
successor is elected or qualified or until her earlier resignation or removal.
Ms. Hudson also will serve on the Nominating and Corporate Governance Committee
and Technology Committee of the Board.
From May 2014 to January 2020, Ms. Hudson served as the Chairperson and Chief
Executive Officer of The Cardea Group, a management consulting firm that she
founded. Ms. Hudson previously served as CEO Emeritus of BAE, a U.S.-based
subsidiary of BAE Systems, a global defense, aerospace, and security company
headquartered in London, from February 2014 to May 2014, and as President and
Chief Executive Officer of BAE from October 2009 until January 2014. Ms. Hudson
also served as President of BAE Systems' Land and Armaments operating group,
from October 2006 to October 2009. Prior to joining BAE Systems, Ms. Hudson
served as Vice President of General Dynamics Corporation and President of its
Armament and Technical Products business, and held various engineering,
production operations, program management, and business development positions
for defense and aerospace companies. Ms. Hudson holds a B.S. in Systems
Engineering from the University of Florida.
Ms. Hudson currently serves as a director of Bank of America Corporation and
Trane Technologies plc, formerly Ingersoll Rand, plc, and previously served as a
director of The Southern Company from 2014 to July 2018.
In connection with her appointment as a director of the Company, Ms. Hudson
received an option to purchase shares of the Company's common stock with a total
value of $60,000 and an exercise price of $29.56, pursuant to the Company's
Second Amended and Restated Non-Employee Director Compensation Policy (Director
Compensation Policy) and the Company's 2015 Amended and Restated Stock Option
and Incentive Plan (the Plan). The option will have a term of ten years and will
vest over four years (25% on the first anniversary date of the grant date and
25% on each yearly anniversary of the grant date thereafter); provided, however
that the option will vest in its entirety upon a change of control of the
Company. In addition, Ms. Hudson received an award of restricted stock units
with a total value of $86,500 pursuant to the Director Compensation Policy and
the Plan. The restricted stock units will vest in full on the earlier of the
Company's next annual shareholder meeting or the first year anniversary of the
date of the grant so long as Ms. Hudson continues to serve on the Board through
the vesting date. In addition, Ms. Hudson also will receive an annual cash fee
of $75,000 (prorated for 2020) for serving on the Board and additional fees for
her committee assignments in accordance with the Director Compensation Policy.
The Board has determined that Ms. Hudson will be an independent director for
purposes of NASDAQ rules. In addition, Ms. Hudson was not appointed pursuant to
any arrangement or understanding with any other person, and there are no
transactions between Ms. Hudson and the Company that would require disclosure
under Item 404(a) of Regulation S-K. The Company will enter into its standard
form of indemnification agreement with Ms. Hudson in connection with her
appointment to the Board.
On August 11, 2020, the Company issued a press release regarding Ms. Hudson'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, as amended.
Item 9.01. Financial Statements and Exhibits.
99.1 Press Release of TPI Composites, Inc, dated August 11, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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