ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN
(b) On September 19, 2017, Michael B. Berman, Executive Vice President and
Chief Financial Officer of GGP Inc. (the "Company") provided notice to the
Company of his intention to retire from the Company on March 1, 2018, or such
earlier date as mutually agreed to by the Company and Mr. Berman (the
Effective on the Retirement Date, the Company has agreed to (i) waive the
service-based vesting requirements of Mr. Berman's time-vesting equity through
March 1, 2020 as if Mr. Berman remains an employee of the Company through such
date, and (ii) provide Mr. Berman three years from his Retirement Date to
exercise his options and appreciation-only operating partnership units.
(c) On September 21, 2017, the Company announced the appointment of Heath R.
Fear as the Company's Executive Vice President, Finance, effective November 6,
2017. Upon Mr. Berman's retirement, Mr. Fear will assume the role of Executive
Vice President and Chief Financial Officer of the Company.
Mr. Fear will receive (i) annual base compensation of $750,000 and (ii) an
initial equity award of shares of restricted stock of the Company valued on the
date of grant at $1,650,000 ("Restricted Stock"). 75% of the Restricted Stock
will vest in four equal installments on each of the first four anniversaries of
the grant date. The remaining 25% of the Restricted Stock is subject to
achievement of performance goals, and if performance goals are achieved, will
vest in four equal installments on each of the first four anniversaries of the
grant date. Mr. Fear's target annual cash incentive percentage potential is 80%
of his annual base salary for 2017 and 100% of his annual base salary for 2018.
Mr. Fear will be eligible to receive an annual equity award consistent with the
current equity plan for senior executives and the terms and conditions set forth
in the Company's 2010 Equity Incentive Plan. Mr. Fear's target annual equity
incentive is $1,000,000 for 2018. If Mr. Fear is terminated by the Company
without cause, Mr. Fear will be eligible to receive a severance payment equal to
one year's base salary plus a prorated annual cash incentive based on the most
recently received annual cash incentive.
Mr. Fear was most recently the Executive Vice President, Chief Financial Officer
and Treasurer of Retail Properties of America, Inc. ("RPAI"), a position he held
since August 2015. Prior to joining RPAI, Mr. Fear was with the Company for 12
years and, most recently, served as Senior Vice President, Capital Markets for
the Company and was a member of the Company's capital and management committees.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
99.1 Press release dated September 21, 2017
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