Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 9, 2023, (i) The Eastern Company (the "Company") appointed Mark
Hernandez, a member of its Board of Directors since June 2022, to serve as the
Company's Chief Executive Officer, effective January 23, 2023, succeeding August
(Gus) Vlak, who served as CEO since 2016, and (ii) Mr. Vlak resigned as a member
of the Board of Directors of the Company and from all other officer, director,
trustee, fiduciary and other positions with the Company and its subsidiaries and
affiliates, effective as of January 23, 2023.
Mr. Hernandez, 56, has led Navistar's global manufacturing, supply chain, and
logistics since 2018, most recently as Executive Vice President. Navistar's core
business focuses on the truck, school bus, and genuine parts markets in North
America, and sells trucks, powertrains and buses under the International and IC
Bus brands, respectively. Prior to Navistar, from 2017 to 2018, Mr. Hernandez
was an Experienced Practice Expert (Manufacturing and Commercial Vehicles) at
McKinsey & Company, a global management consulting firm, focusing on business
transformation. From 1994 to 2016, Mr. Hernandez held several roles at Daimler
AG and Daimler Trucks North America, an automotive industry manufacturer of
commercial vehicles, where he was a member of Leadership 2020 G16, reporting to
the Daimler Board of Management. He graduated cum laude from the United States
Naval Academy.
Employment Agreement with Mark Hernandez
In connection with Mark Hernandez's appointment as the next Chief Executive
Officer of the Company, the Company has entered into an Employment Agreement
with Mr. Hernandez setting forth certain terms of his employment (the
"Employment Agreement"). The Employment Agreement, effective as of January 23,
2023, provides for (i) an annual base salary of $515,000, (ii) a target annual
bonus amount equal to 100% of base salary (the "Target Annual Bonus") based upon
the performance of the Company and its subsidiaries, as determined by the
Compensation Committee, in accordance with the Company's general bonus program
for senior executives of the Company, (iii) an upfront restricted stock award of
15,000 shares (which will vest in three substantially equal installments on each
of the first, second and third anniversary of the date of grant, subject to Mr.
Hernandez's continuous employment through each vesting date and the terms and
conditions of the award agreement) and (iv) consideration for additional equity
awards as determined by the Compensation Committee from time to time. Mr.
Hernandez will also be eligible to participate in the Company's benefit plans
that are generally available for senior executives of the Company from time to
time (other than severance plans), in accordance with the terms of those
arrangements, and will be entitled to five weeks of vacation per year.
Pursuant to the Employment Agreement, in the event Mr. Hernandez's employment is
terminated (i) by the Company without "cause," or (ii) by Mr. Hernandez for
"good reason" (as each such term is defined in the Employment Agreement), he
would be entitled to receive (A) the "Accrued Benefits" (as defined in the
Employment Agreement), and (B) subject to entering into a release of claims in
the time periods provided by the Company, an amount equal to Mr. Hernandez's
annual base salary, payable over twelve months.
The Employment Agreement also contains, among other things, certain customary
provisions regarding confidentiality and assignment of work product and other
matters.
The foregoing description of the terms of the Employment Agreement is qualified
in its entirety by the full text of the Employment Agreement, a copy of which is
filed herewith as Exhibit 10.1, and which is incorporated into this Item 5.02 by
reference.
Departure of August Vlak as a Director and Officer
In connection with Mr. Hernandez succeeding August (Gus) Vlak as the Company's
next Chief Executive Officer, the Company has accepted Mr. Vlak's resignation as
a member of the Board of Directors of the Company and from all other officer,
director, trustee, fiduciary and other positions with the Company and its
subsidiaries and affiliates, effective as of January 23, 2023. The Company and
Mr. Vlak have agreed to treat Mr. Vlak's departure as a termination by the
Company without cause for purposes of receiving any accrued compensation and
severance pay under Mr. Vlak's employment agreement with the Company, dated
January 1, 2018. If Mr. Vlak timely enters into a general release and waiver of
claims (and such release and waiver is not revoked), he will be entitled to the
benefits provided under Section 5(c) of that employment agreement.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Exhibit Description
10.1 Employment Agreement between The Eastern Company and Mark
Hernandez dated as of January 9, 2023.
104 Cover Page Interactive Data File (cover page XBRL tags are embedded
within the Inline XBRL document)
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