Item
5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Chief
Financial Officer
On
January 29, 2020, Jose Garcia resigned as Senior Vice President and Chief Financial Officer of Spirit AeroSystems Holdings, Inc.
(the “Company”) and its wholly-owned subsidiary, Spirit AeroSystems, Inc. (“Spirit”). In addition, Mr. Garcia
resigned from all other employment or board positions held with the Company and its subsidiaries. Arrangements relating to Mr.
Garcia’s separation from the Company have not been finalized.
On
January 29, 2020, the Company’s and Spirit’s Boards of Directors appointed Mark J. Suchinski, age 53, as the Company’s
and Spirit’s Senior Vice President and Chief Financial Officer. Mr. Suchinski has been with Spirit since 2006 and
served as the Company’s and Spirit’s Vice President, Controller and Principal
Accounting Officer from February 2014 to February 2018. Most recently, Mr. Suchinski served as Spirit’s Vice President, Quality,
beginning in August 2019 and as Spirit’s Vice President, Boeing 787 Program, from February 2018 to August 2019. Prior to
February 2014, he held the following roles at Spirit: October 2013 to February 23, 2014 - Vice President, Treasurer and Financial
Planning; August 2012 to October 2013 - Vice President, Finance and Treasurer; from July 2010 to August 2012, Vice President, Financial
Planning & Analysis and Corporate Contracts; and 2006 – July 2010, Controller, Aerostructures Segment. Prior to joining
Spirit in 2006, he was at Home Products International, where he held the position of Corporate Controller from 2000 to 2004 and
the position of Vice President and Chief Accounting Officer from 2004 to 2006. Prior to that, he held financial leadership positions
of controller and senior finance manager at other companies. He also spent three years in public accounting. Mr. Suchinski received
his Bachelor of Science degree in Accounting from DePaul University. There were no arrangements or understandings between Mr. Suchinski
and any other persons pursuant to which Mr. Suchinski received his appointment. Mr. Suchinski does not have any family relationships
subject to disclosure under Item 401(d) of Regulation S-K or any direct or indirect material interest in any transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K.
Spirit entered into an amended and restated employment agreement
with Mr. Suchinski, effective January 29, 2020 (the “Employment Agreement”), providing that Mr. Suchinski will
receive an annual salary of $500,000, which may be adjusted from time to time based on performance. In addition, Mr. Suchinski
is eligible to participate in the compensation programs and benefit plans provided to other senior executives of the Company and
Spirit, as described in the Company’s Proxy Statement for its 2019 Annual Meeting of Stockholders filed with the Securities
and Exchange Commission (the “Commission”) on March 11, 2019. Mr. Suchinski will be entitled to receive an
annual cash award under the Company’s Short-Term Incentive Plan (“STIP”) with a target value equal to 100% of
his base salary, if target performance goals are reached, and up to 200% of his base salary, if outstanding performance goals are
reached. Subject to approval by the Company’s Compensation Committee, Mr. Suchinski will receive an annual award under
the Company’s Long-Term Incentive Plan (“LTIP”) with a value equal to 175% of his base salary.
The Employment Agreement is effective for an initial term of
three years and is automatically extended for one-year periods thereafter, unless either party provides 90-day written notice of
non-renewal, subject to earlier termination at the election of either Mr. Suchinski or the Spirit for any reason in accordance
with the Employment Agreement. In the event of Mr. Suchinski’s termination without cause, subject to his execution of a release
of claims and continued compliance with the restrictive covenants described below, Mr. Suchinski will be entitled to continued
base salary for a period of one year and COBRA coverage for a period of six months.
The Employment Agreement contains restrictive covenants for
Spirit’s benefit that provide for protection of confidential information and non-competition and non-solicitation during
Mr. Suchinski’s employment and for up to two years after termination of Mr. Suchinski’s employment.
The
foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the agreement, which is filed as an exhibit hereto.
Principal
Accounting Officer
On January 29, 2020, John
Gilson resigned as Vice President, Controller and Principal Accounting Officer of the Company and Spirit, effective immediately.
In addition, Mr. Gilson resigned from all other employment or board positions held with the Company and its subsidiaries. Arrangements
relating to Mr. Gilson’s separation from the Company have not been finalized.
On January 29, 2020, the
Company’s and Spirit’s Boards of Directors appointed Damon Ward, age 45, as the Company’s and Spirit’s
Interim Controller and Principal Accounting Officer. Mr. Ward has been with Spirit since January 2009 and served as the Company’s
and Spirit’s Tax Director from January 2012 to January 2020. From January 2009 to January 2012, Mr. Ward served as Senior
Manager, Tax. Prior to Spirit, Mr. Ward was at Koch Industries, Inc. and served as Tax Manager and in other tax positions from
August 2000 to December 2008. Mr. Ward received his Bachelor of Science degree in Accounting from Wichita State University and
is a licensed Certified Public Accountant and Chartered Global Management Accountant. There were no arrangements or understandings
between Mr. Ward and any other persons pursuant to which Mr. Ward received his appointment. Mr. Ward does not have any family relationships
subject to disclosure under Item 401(d) of Regulation S-K or any direct or indirect material interest in any transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Ward will receive
an annual salary of $250,000, which may be adjusted from time to time based on performance. In addition, Mr. Ward is eligible
to participate in the compensation programs and benefit plans provided to other executives of the Company, as described in the
Company’s Proxy Statement for its 2019 Annual Meeting of Stockholders filed with the Commission on March 11, 2019. Mr. Ward
will be entitled to receive an annual cash award under the Company’s STIP with a target value equal to 40% of his base salary,
if target performance goals are reached, and up to 80% of his base salary, if outstanding performance goals are reached. Subject
to approval by the Company’s Compensation Committee, Mr. Ward will receive an annual award under the LTIP with a value equal
to 60% of his base salary.