Summary
This 8-K/A filing from CRH PUBLIC LTD CO provides details on the compensation package for Mr. Mintern, a newly appointed principal officer. The information primarily revolves around his Service Agreement, outlining his substantial base salary, bonus potential, and equity incentives. Investors should note the significant target annual bonus opportunity of 150% of base salary, with a maximum of 300%, and a target annual equity incentive award valued at 585% of his base salary. The agreement also details provisions for termination, including those related to a change of control, and includes non-compete and non-solicitation clauses.
Key Highlights
- 1Mr. Mintern's initial annual base salary is set at $1,750,000.
- 2He is eligible for a target annual bonus of 150% of his base salary, with a maximum of 300%.
- 3Mr. Mintern's target annual equity incentive award is valued at 585% of his base salary.
- 4Equity awards will be granted 60% as performance stock units and 40% as restricted share units, subject to Committee discretion.
- 5The Service Agreement has a notice period for termination, with provisions for pay in lieu of notice or garden leave.
- 6Termination within six months of a change of control with diminished duties entitles Mr. Mintern to one year's base salary and vested equity.
- 7The agreement includes non-compete and non-solicitation covenants for nine and 12 months, respectively, post-termination.
Frequently Asked Questions
Mr. Mintern's compensation includes an annual base salary of $1,750,000, a target annual bonus of 150% of base salary (up to 300%), and a target annual equity incentive award valued at 585% of base salary. He also receives a monthly taxable pension cash adjustment of 10% of base salary and is eligible for other standard employee benefits.
If Mr. Mintern's duties are diminished within six months following a change of control, he is entitled to one year of his annual base salary, any vested equity incentives, and other contractual entitlements. The Committee has discretion over unvested equity and annual bonuses, with the ability to modify conditions but not in a way that is less favorable to Mr. Mintern than the current agreement.
The agreement continues until terminated by either party with at least 12 months' written notice or upon Mr. Mintern's 65th birthday. CRH can pay Mr. Mintern his annual base salary in lieu of notice or place him on garden leave, during which he would continue to receive regular compensation. Payment of bonuses and other incentives during these periods is at the discretion of the Compensation Committee.
Yes, the Service Agreement includes covenants that prevent Mr. Mintern from competing with the Company for nine months and from soliciting customers and service providers of the Company for 12 months following the termination of his employment.