Employment Agreement with Edward M. Weil
On November 21, 2024, we entered into an employment agreement with Edward M. Weil, Jr., the Company’s Chief Executive Officer and President (the “Weil Employment Agreement”), which agreement became effective as of January 1, 2025, and replaced and superseded Mr. Weil’s existing employment agreement with the Company, dated May 23, 2023, in its entirety. The Weil Employment Agreement will continue until January 1, 2029, and will automatically renew for additional one-year periods thereafter unless either the Company or Mr. Weil provides written notice of its or his intent not to renew at least 120 days prior to the scheduled expiration date, or unless the Weil Employment Agreement is terminated earlier in accordance with its terms.
Mr. Weil will continue to serve as the Company’s Chief Executive Officer and President and, pursuant to the Weil Employment Agreement, the Company has agreed to use its reasonable best efforts to cause the Company to continue to nominate Mr. Weil as a member of the Company’s Board during the term of the Weil Employment Agreement. Pursuant to the Weil Employment Agreement, Mr. Weil is entitled to, among other things: (1) a base salary at an annual rate of $1.0 million; (2) a performance-based Annual AIP Award cash bonus (the “Weil Annual Bonus”) opportunity for each completed calendar year with a threshold amount of 50% of his annual base salary, a target amount of 150% of his annual base salary and a maximum amount of 200% of his annual base salary, as may be adjusted by the Board or the compensation committee, provided that the actual amount (if any) of any Weil Annual Bonus shall be determined by the Board or the compensation committee in its reasonable good faith discretion based solely upon achievement of performance targets established by the Board or the compensation committee in consultation with Mr. Weil, which targets shall be communicated to Mr. Weil within 90 days following the commencement of the applicable performance year; (3) an annual grant of equity-based LTIP Grants under the Company’s long-term incentive compensation plans with a target grant date fair value of $5.5 million, 40% of which shall be subject to annual time-based vesting, with no vesting schedule extending beyond a four year period, and 60% of which shall be subject to performance-based vesting earned between a threshold amount of 50%, and a maximum amount of 225%, of target, based on the performance targets established by the Board or the compensation committee, unless otherwise mutually agreed between Mr. Weil and the Board or the compensation committee; (4) a one-time signing bonus of $333,333, which is reflected in the 2024 line of the “Bonus” column of the Summary Compensation Table; and (5) certain employee benefits including, among other things, indemnification rights from the Company and expense reimbursement rights for all reasonable and documented business expenses.
In addition, the Board agreed to grant Mr. Weil a one-time Transitional Grant (discussed above) of time-based RSUs, with a grant date fair value of $1,375,000, pursuant to the Weil Employment Agreement, which RSUs vest ratably over a three-year period commencing on October 1, 2024, subject to Mr. Weil’s continued employment through the applicable vesting date.
Upon certain terminations of Mr. Weil’s employment, in addition to payment of accrued but unpaid annual base salary and certain other benefits, Mr. Weil (or his estate, as applicable) would be entitled to the following severance pay and benefits, subject to execution of a release of claims (1) if the termination is by reason of death or disability (as defined in the Weil Employment Agreement), payment of any earned but unpaid Weil Annual Bonus for the previously completed fiscal year, reimbursements of the monthly premiums for Mr. Weil’s healthcare benefits through the 18 months following the date of Mr. Weil’s termination, accelerated vesting of all time-based equity or equity-based awards and accelerated vesting of all performance-based equity or equity-based awards (collectively, the “Weil Vesting Benefits”), and cash severance equal to Mr. Weil’s then current annual base salary, (2) if the termination is by the Company without “cause”, or by Mr. Weil for “good reason” (in each case as defined in the Weil Employment Agreement), the Weil Additional Benefits; the Weil Vesting Benefits, the Company’s reimbursements of the monthly premiums for Mr. Weil’s healthcare benefits for a period of up to 12 months following the date of Mr. Weil’s termination, and cash severance, and (3) if the termination is by the Company without “cause” or by Mr. Weil for “good reason” during the four months preceding, or the 18 months immediately following, a Change in Control (as defined in the Weil Employment Agreement), the Weil Additional Benefits, the Weil Vesting Benefits, subject to the actual achievement of the performance metrics for such equity or equity-based awards measured on the date on which the Change in Control is consummated, the Company’s reimbursements of the monthly premiums for Mr. Weil’s healthcare benefits for a period of up to 18 months following the date of Mr. Weil’s termination, and cash severance.
The Weil Employment Agreement contains customary covenants related to non-competition and non-solicitation of employees and customers for one year following termination of employment, as well as customary covenants related to mutual non-disparagement, confidentiality, and intellectual property rights.
