UFP Technologies Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF
1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Base Salaries
At a meeting on February 11, 2025, the Compensation Committee approved increases in the base salaries of the Company’s named executive officers, effective as of the date set forth in the table below. The following table sets forth the new base salary of each of the Company’s executive officers whose base salary was adjusted by the Compensation Committee.
| Name and Title | 2025 Base Salary | Effective Date |
| R.
Jeffrey Bailly Chief Executive Officer and Chairman |
$789,000 | January 1, 2025 |
| Mitchell
C. Rock President |
$525,000 | January 1, 2025 |
| Ronald
J. Lataille Senior Vice President, Treasurer and Chief Financial Officer |
$485,000 | January 1, 2025 |
|
Christopher P. Litterio Senior Vice President of Human Resources and Chief Counsel |
$385,000 | January 1, 2025 |
|
Steve Cardin Vice President, COO Medtech |
$352,000 | January 1, 2025 |
|
Jason Holt Vice President and Chief Commercial Officer |
$352,000 | January 1, 2025 |
Stock Unit Awards
Also at its February 11, 2025 meeting, the Compensation Committee approved the grant of stock unit awards to the Company’s executive officers, as indicated below. Subject to the terms of the Company’s 2003 Incentive Plan, as amended and restated (the “2003 Incentive Plan”) and the stock unit award agreement evidencing each such award, with the Company’s Chief Executive Officer, R. Jeffrey Bailly, receiving a separate form of stock unit award agreement than the other executive officers, each stock unit award provides the recipient with the right to receive one share of common stock of the Company. Recipients of the stock unit awards will have no rights as stockholders of the Company in respect thereof, including, without limitation, the right to vote or to receive dividends, until and to the extent any applicable performance objectives have been satisfied, such stock unit awards have vested, and the issuance of the shares of common stock in respect of the stock unit awards has been appropriately evidenced.
| Name and Title of Recipient of Stock Unit Awards | Column
A Number of “Threshold” Stock Unit Awards (No Minimum Adjusted Operating Income Requirement) |
Column
B Number of “Target” Stock Unit Awards (Upon Attainment of Target Adjusted Operating Income) |
Column
C Number of “Exceptional” Stock Unit Awards (Upon Attainment of Exceptional Adjusted Operating Income) |
| R.
Jeffrey Bailly Chairman and Chief Executive Officer |
11,515 | 5,758 | 5,758 |
| Mitchell
Rock President |
3,817 | 1,909 | 1,909 |
| Ronald
J. Lataille Senior Vice President, Treasurer and Chief Financial Officer |
3,817 | 1,909 | 1,909 |
| Chris
Litterio Senior Vice President of Human Resources and Chief Counsel |
1,272 | 636 | 636 |
| Steve
Cardin Vice President, COO Medtech |
636 | 318 | 318 |
|
Jason Holt Vice President and Chief Commercial Officer |
1,018 | 509 | 509 |
All stock unit awards listed in the table above are subject to time-based and continuous employment vesting requirements. The stock unit awards listed in Columns B and C are also subject to the Company meeting certain financial performance objectives (the “Performance Objectives”). The Compensation Committee shall determine whether and to what extent any of the Performance Objectives have been achieved by the Company. Such determination is currently expected to take place in February 2025. Assuming achievement of the applicable Performance Objectives, one-third of the stock unit awards listed in Columns A, B, and C above shall vest on March 1, 2026, one-third shall vest on March 1, 2027 and one-third shall vest on March 1, 2028, provided that the recipient remains continuously employed by the Company through each such vesting date.
Any unvested stock unit awards shall terminate upon the cessation of a recipient’s employment with the Company. Notwithstanding the foregoing and only with respect to the award to Mr. Bailly, subject to the terms of Mr. Bailly’s employment agreement dated October 8, 2007, as amended (the “CEO Employment Agreement”), and the stock unit award agreement evidencing Mr. Bailly’s award, in the event that Mr. Bailly’s employment ceases without “cause” or for “good reason” (as such terms are defined in the CEO Employment Agreement), Mr. Bailly shall be entitled to receive shares that, but for such cessation of employment, would have otherwise been issued to Mr. Bailly pursuant to the terms of the stock unit awards listed in Columns A, B, and C above, notwithstanding such cessation of employment.
In the event of a change in control of the Company (as defined in the 2003 Incentive Plan), any unvested stock unit awards listed in each of Columns A, B, and C above shall become fully vested as of the effective date of such change in control, provided that the recipient has been continuously employed by the Company through the date immediately prior to the effective date of such change in control, and, with respect to the stock unit awards listed in Columns B and C above, subject to achievement of any applicable Performance Objectives prior to the effective date of such change in control.
The above description of the stock unit awards is qualified in its entirety by reference to the text of the CEO stock unit award agreement or the stock unit award agreement evidencing such awards, as applicable, copies of the forms of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein in their entirety by reference.
2025 Chief Executive Officer’s Performance Bonus Plan
Also at its February 11, 2025 meeting, the Compensation Committee approved a 2025 cash bonus plan for Mr. Bailly that included corporate financial performance targets and individual performance goals. This award was made under and pursuant to the 2003 Incentive Plan. The overall targeted bonus established under this plan was $828,450 (105% of Mr. Bailly’s 2025 base salary), with a maximum amount of $1,656,900 (two times Mr. Bailly’s target bonus). The actual bonus award, if any, will be determined based upon the level of achievement of the established performance targets and goals as determined by the Compensation Committee.
2025 Named Executive Officer Cash Bonus Plan
Also at its February 6, 2025 meeting, the Compensation Committee approved the corporate financial performance targets and individual performance goals for a 2025 cash bonus plan for Messrs. Rock, Lataille, Litterio, Cardin and Holt. The target amounts of such cash bonuses range from 40% to 65% of base salary for each of the officers. The actual amount of each cash bonus, if any, will be subject to increase or decrease at the discretion of the Compensation Committee.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 | Form of 2025 CEO Stock Unit Award Agreement. | |
| 10.2 | Form of 2025 Stock Unit Award Agreement. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: February 18, 2025 | UFP TECHNOLOGIES, INC. | ||
| By: | /s/ Ronald J. Lataille | ||
| Ronald J. Lataille, Chief Financial | |||
| Officer and Senior Vice President | |||