ITC HOLDINGS CORP. FILES (8-K) Disclosing Change in Directors or Principal Officers, Other Events
(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Directors and Officer
On August 13, 2014, the Board of Directors (the "Board") of ITC Holdings Corp.
(the "Company") voted to expand the size of the Board from eight to ten
directors and appointed Albert Ernst and Dave R. Lopez as directors of the
Company. There are no understandings or arrangements between Messrs. Ernst or
Lopez and any other person pursuant to which Messrs. Ernst or Lopez was selected
as a director of the Company. Neither of the new appointees to the Board has any
family relationship with any director or executive officer of the Company. It
has not yet been determined on which committees of the Board the new appointees
In connection with their service as directors, each appointee will receive the
Company's standard non-employee director cash and equity compensation.
Specifically, Messrs. Ernst and Lopez each will receive a $75,000 annual cash
retainer (payable in equal quarterly installments) and an annual equity retainer
of restricted stock with a total value of $75,000 under the Company's equity
compensation plans for non-employee directors (awarded through quarterly grants
valued at $18,750 each), as well as an annual cash payment if he serves as chair
of any committee or as lead director.
Also on August 13, 2014, the Board appointed Rejji P. Hayes to serve as Senior
Vice President, Chief Financial Officer and Treasurer. Mr. Hayes, age 39, has
served as the Company's Vice President, Treasurer and interim Chief Financial
Officer since May 2014 and previously served as the Company's Vice President,
Finance and Treasurer since February 2012. Prior to joining the Company, Mr.
Hayes served from 2009 until 2012 as Assistant Treasurer and Director, Corporate
Finance and Financial Strategy at Exelon Corporation in Chicago, Illinois, where
he was responsible for developing the company's financial strategy, and
planning, structuring and executing all debt and equity financings. Prior to his
employment with Exelon Corporation, Mr. Hayes served from 2007 until 2009 as
Vice President, Mergers and Acquisitions at Lazard Freres & Co. LLC where he
provided strategic and corporate finance advisory services for corporate clients
and private equity firms. Previously, Mr. Hayes served for a total of 8 years in
a variety of financial leadership roles with financial institutions and
investment banks. Mr. Hayes holds a Master of Business Administration from
Harvard Business School and a bachelor's degree from Amherst College. Mr. Hayes
will receive annual base compensation of $325,000. His targeted cash bonus was
increased from 60% to 100% of base compensation under the Company's 2014
corporate bonus plan adopted pursuant to the Company's Second Amended and
Restated 2006 Long Term Incentive Plan (the "LTIP"), based on the achievement of
Company performance goals. In addition, Mr. Hayes' targeted equity award under
the LTIP was increased from 65% to 150% of annual base compensation.
Approval of Bonuses
On August 12, 2014, the Compensation Committee of the Board approved payment of
discretionary cash bonuses to substantially all of the Company's employees,
including certain of its "named executive officers," as defined in the Company's
most recent annual meeting proxy statement ("NEOs"), in connection with Phase I
of the KETA project being placed into service. The estimated amounts of the
cash bonuses payable to the NEOs are set forth in the table below. As in past
years, the final bonus amounts for all recipients will be determined immediately
prior to the time of payment by dividing the discretionary bonus pool
proportionately among the recipients employed as of the payment date based upon
their respective shares of the 2014 annual corporate performance bonus pool.
Final bonus amounts for the NEOs will be disclosed in the Company's 2015 annual
meeting proxy statement.
Name Title Bonus
Joseph L. Welch President and Chief Executive Officer $ 119,826
Linda H. Blair Executive Vice President and Chief Business
Officer $ 57,513
Jon E. Jipping Executive Vice President and Chief
Operating Officer $ 47,022
Daniel J. Oginsky Executive Vice President and General
Counsel $ 39,622
Item 8.01 Other Events.
Declaration of Dividend
On August 13, 2014, the Board declared a quarterly cash dividend of $0.1625 per
common share, an increase from the previous quarterly cash dividend of $0.1425.
The quarterly cash dividend is payable on September 15, 2014 to shareholders of
record on September 2, 2014.
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