Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 8, 2020, TPI Composites, Inc. (the Company) announced that Bavan
Holloway has been appointed to its Board of Directors (the Board). Ms. Holloway
was appointed as a Class II Director on September 8, 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. Holloway also will serve on the Audit Committee of the Board.
From August 2010 to April 2020, Ms. Holloway served as Vice President of
Corporate Audit for The Boeing Company (Boeing). Ms. Holloway also served in
various senior finance roles for Boeing from May 2002 to August 2010. Prior to
joining Boeing, Ms. Holloway worked for KPMG, LLP as a partner and in other
roles primarily serving investment services, broker dealer and financial
clients. Ms. Holloway holds a B.S. degree in Administration from the University
of Tulsa and a M.S. degree in Financial Markets and Trading from the Illinois
Institute of Technology.
In connection with her appointment as a director of the Company, Ms. Holloway
will receive an option to purchase shares of the Company's common stock with a
total value of $60,000, 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. Holloway
will receive an award of restricted stock units with a total value of $55,000
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 meeting of
stockholders, or the first-year anniversary of the date of the grant so long as
Ms. Holloway continues to serve on the Board through the vesting date. In
addition, Ms. Holloway will also 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. Holloway will be an independent director for
purposes of NASDAQ rules. In addition, Ms. Holloway was not appointed pursuant
to any arrangement or understanding with any other person, and there are no
transactions between Ms. Holloway 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. Holloway in connection with her
appointment to the Board.
On September 8, 2020, the Company issued a press release regarding Ms.
Holloway'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 September 8, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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