Mr. Blinn, 57, was the President and Chief Executive Officer and a director of Flowserve Corporation (FLS),
a leading provider of fluid motion and control products and services for the global infrastructure markets, from 2009 until his retirement in 2017. He previously served Flowserve as Chief Financial Officer from 2004-2009 and in the additional role
of Head of Latin America from 2007-2009. Prior to Flowserve, Mr. Blinn served in senior finance, treasury and planning positions at FedEx Kinko’s Office and Print Services, Inc., Centex Corp., FirstPlus Financial Inc., Electronic Data Systems
Corp. and Commercial Capital Funding Inc. Mr. Blinn currently serves as the lead independent director of Texas Instruments, a global semiconductor design and manufacturing company, and as a director of Kraton Corporation, a leading global producer
of polymers for a wide range of applications. Mr. Blinn holds B.S., J.D. and MBA degrees from Southern Methodist University.
Mr. Shah, 53, serves as a
Group President of Masco Corporation (MAS), a Fortune 500 global leader in the design, manufacture and distribution of branded home improvement and building products. In this position since 2018, Mr. Shah has responsibility for operating companies
with leading brands in architectural coatings, decorative and outdoor lighting, windows, decorative hardware and wellness businesses in North America and Europe. He previously served as President of Delta Faucet Company, a Masco business unit, from
2014-2018, as Vice President and Chief Human Resources Officer of Masco from 2012-2014 and in various other executive strategic, financial and operational capacities at Masco since 2003. Prior to Masco, Mr. Shah held a number of senior management
positions at Diversey Corporation and as Senior Auditor for KPMG Peat Marwick Chartered Accountants. Mr. Shah is a Certified Public Accountant and Chartered Professional Accountant (Canada) and holds an MBA from the University of Michigan, and
bachelor and master’s degrees in Accounting from the University of Waterloo in Waterloo, Ontario, Canada.
Mr. Blinn and Mr. Shah will each
receive our standard director compensation package which can be found in the
Summary Sheet of Director Compensation
attached hereto and incorporated herein as Exhibit 10.2. On May 7, 2019, Mr. Blinn and
Mr. Shah each were granted 3,820 shares of restricted stock. The standard director compensation package includes an annual grant of restricted stock or restricted stock units (“RSUs”) in May of each year on the date of the Annual
Meeting of Shareholders equal to $150,000. Beginning in May 2020, Mr. Blinn and Mr. Shah may choose between restricted stock and RSUs. In either case, the awards vest on the day preceding the next Annual Meeting of Shareholders. Vesting
accelerates in the event of death, disability, or a change in control of the Company. The number of shares awarded is calculated by dividing the dollar value by the closing price of the Company’s common stock on the grant date. RSUs are settled
in shares of common stock and earn dividend equivalents at a 20% discount to the market price of Company common stock on the dividend payment date. Directors may elect to defer settlement of an RSU award for 2 to 10 years after the grant date.
Reference is made to the
Form of Director Restricted Stock Agreement
, filed August 7, 2008, as Exhibit 10.1 to the Company’s Form
10-Q
and the
Form of Director Restricted Stock Unit Award Agreement
, filed February 24, 2012, as
Exhibit 10.9.7 to the Company’s Form
10-K,
each of which is incorporated herein by reference.
Mr. Blinn will receive annual cash compensation of $100,000 (which includes $90,000 Board annual retainer and $10,000 Audit Committee member annual
retainer). Mr. Shah will receive annual cash compensation of $98,000 (which includes $90,000 Board annual retainer and $8,000 Compensation Committee member annual retainer.) Each will be eligible to defer cash compensation by participating in
the Company’s
Deferred Compensation Program
starting in 2020.
The Board of Directors determined that Mr. Blinn and Mr. Shah each meet the Director Independence Standards adopted by the Board. Neither
Mr. Blinn nor Mr. Shah have been previously employed by the Company. There are no related person transactions between the Company and Mr. Blinn or Mr. Shah.
The disclosure in Item 1.01 above is incorporated by reference into this item.
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Item 7.01
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Regulation FD Disclosure.
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The Company issued a
Press Release
, dated May 7, 2019, regarding the annual shareholder meeting results and the election
of Mr. Blinn and Mr. Shah as directors of the Company, which is attached hereto and incorporated herein as Exhibit 99.1.
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