Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On September 10, 2020, the Board of Directors ("Board") of the Company appointed
Jonathan Roitman to serve as Executive Vice President and Chief Operations
Officer of the Company effective as of such date. Mr. Roitman previously was
appointed as Senior Vice President and Chief Operations Officer of the Company
and will continue to report to J. Scott Kirby, Chief Executive Officer of the
Company.
On September 9, 2020, the Compensation Committee of the Board approved
compensation changes for Mr. Roitman subject to and effective upon his
appointment as Executive Vice President and Chief Operations Officer. The
Compensation Committee approved an annual compensation package for Mr. Roitman
with an annual base salary of $600,000, a target annual incentive program
("AIP") opportunity equal to 100% of base salary, and a target long-term
incentive ("LTI") opportunity equal to 300% of base salary. The Company has
previously disclosed that it is extremely unlikely that the Company will achieve
a payout under the 2020 AIP awards, and the new LTI opportunity is reduced and
pro-rated based only on the portion of the year that Mr. Roitman serves in his
new role.
Based on the new compensation level, and consistent with its customary practice,
the Compensation Committee approved and granted Mr. Roitman an LTI award in the
amount of $340,000, which reflects an offset of regular 2020 LTI awards received
earlier in the year and represents the new LTI opportunity for the portion of
the year that Mr. Roitman will serve in his new role. The new LTI award is in
the form of time-vested restricted stock units that vest ratably over a
three-year period based on continued service, with the first vesting scheduled
to occur on February 28, 2021.
As previously disclosed, on April 20, 2020, United entered into a Payroll
Support Program Agreement (the "PSP Agreement") with the U.S. Treasury
Department providing the Company with total funding of approximately $5.0
billion pursuant to the Payroll Support Program under the Coronavirus Aid,
Relief, and Economic Security Act. Under the PSP Agreement, the Company and its
business are subject to certain restrictions, including, but not limited to,
certain limitations on executive compensation. Although the new compensation
level for Mr. Roitman was set with reference to market practices of an industry
peer group, the Company acknowledges that as a result of the PSP Agreement
limitations on executive compensation, Mr. Roitman may not realize the full
value of his compensation package during any period in which those limitations
apply. The Company will continue to monitor and administer its executive
compensation programs to be in compliance with the PSP Agreement limitations.
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