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SEC Filings

DEF 14A
ACETO CORP filed this Form DEF 14A on 10/20/2017
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ARRANGEMENTS WITH WILLIAM C. KENNALLY

 

William C. Kennally, a non-employee director since 2016, became our President and Chief Executive Officer effective as of October 2, 2017.  Mr. Kennally will be compensated in accordance with the following arrangements:

 

•       Mr. Kennally’s initial base salary will be $650,000 per annum.

 

•       During his employment, Mr. Kennally will be eligible to participate in our annual performance award program as in effect from time to time. Mr. Kennally’s target performance award will be 100% of base salary, pro-rated for the remainder of the fiscal year ending June 30, 2018. The achievement of the performance award for each fiscal year, if any, will be based on company performance and Mr. Kennally’s performance for the relevant year.

 

•       In accordance with the terms of our 2015 Equity Participation Plan, for the fiscal year ending June 30, 2018, Mr. Kennally was awarded on October 2, 2017, (i) 60,000 shares of restricted stock, vesting in three equal installments on each of September 1, 2018, September 1, 2019, and September 1, 2020, and (ii) 35,000 restricted stock units subject to vesting if certain performance metrics are met during a performance period that ends on June 30, 2020.

 

•       During his employment, upon satisfying certain applicable eligibility conditions, Mr. Kennally will be entitled to participate in a benefit package generally available to the Company’s executives, consisting of health insurance, life insurance, participation in a 401(k) plan, a Supplemental Executive Retirement Plan and a Flex Spending Plan, and the use of an automobile in accordance with our automobile policy.

 

•      The Agreement provides for “at-will” employment subject to termination by either party pursuant to the terms of the Agreement. In the event of Mr. Kennally’s voluntary resignation, Mr. Kennally is required to deliver at least thirty (30) days’ prior written notice to the Company.

 

•       If the Company terminates Mr. Kennally’s employment other than for cause pursuant to the Agreement, the Company will be required to continue to pay Mr. Kennally’s base salary, at the rate then in effect, for the fifteen month period following the date of termination, subject to offset by any amounts earned by Mr. Kennally through other employment or consultancy during the fifteen (15) month period.

 

In connection with Mr. Kennally’s appointment, the Company entered into a change in control agreement with Mr. Kennally comparable, in all material respects, to the change in control agreements for Messrs. Guccione, Roth, Eilender, DeBenedittis and Kaczmarek described above under the caption “POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL”.

 

COMPENSATION OF DIRECTORS

 

The fiscal 2017 fees for non-employee directors are shown in the table below:

 

Fee Type  Value in $ 
Annual Retainer – Cash   47,500 
Annual Retainer – Stock (1)   70,000 
Annual Lead Independent Director Fee   17,500 
Annual Retainer for Chairperson:     
Audit & Risk Committee   15,000 
Compensation Committee   12,000 
Nominating & Governance Committee   8,000 
Board of Director Meeting Fee   1,750*
Independent Director Meeting Fee   1,500*
Audit & Risk Committee Meeting Fee   2,250*
Compensation Committee Meeting Fee   2,000*
Nominating & Governance Committee Meeting Fee   1,250*

 

(1) awarded in December following the annual meeting of shareholders

* - per meeting attended

 

Employees of the Company who are also directors do not receive any separate fees for acting as directors.

 

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