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The company said Chad J. Zamarin will be named President and Chief Executive Officer and a member of the Board effective July 1, 2025, succeeding Alan S. Armstrong. Following Mr. Zamarin's appointment to the Board, the Board size will increase from 11 to 12 directors. The announcement was made on May 5, 2025.

8-KDeparture or Appointment of Directors or Certain OfficersFiled Period of report Summary published (UTC)

Key points

AI summary
  1. The company said Chad J. Zamarin will be named President and Chief Executive Officer and a member of the Board effective July 1, 2025, succeeding Alan S. Armstrong. Following Mr. Zamarin's appointment to the Board, the Board size will increase from 11 to 12 directors. The announcement was made on May 5, 2025.

  2. The company said Alan S. Armstrong will remain President and Chief Executive Officer until July 1, 2025, when he will become Executive Chairman of the Board. He will receive an annual base salary of $750,000 and will be eligible for an award under the AIP Plan at a target of 150% of his annual base salary.

  3. The company said it will grant Zamarin an annual base salary of $1,000,000 and a one-time off-cycle restricted stock unit award totaling $2,500,000, split 60% performance-based RSUs and 40% time-based RSUs. The company also said Zamarin's AIP Plan target is 150% of his base salary. He will not receive separate compensation for his service as a director.

  4. The company said Stephen W. Bergstrom, the current Chairman of the Board, will transition to independent Lead Director effective July 1, 2025, in connection with Armstrong's move to Executive Chairman. The Board determined that he remains independent under the New York Stock Exchange listing standards.

Summary

AI-written

Analysis scope · Filing body and confirmed press-release exhibitWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Chad J. Zamarin named President and CEO effective July 1, 2025

The company said Chad J. Zamarin will be named President and Chief Executive Officer and a member of the Board effective July 1, 2025, succeeding Alan S. Armstrong. Following Mr. Zamarin's appointment to the Board, the Board size will increase from 11 to 12 directors. The announcement was made on May 5, 2025.

Source · Based on the filing body and exhibits

Alan S. Armstrong to become Executive Chairman; compensation

The company said Alan S. Armstrong will remain President and Chief Executive Officer until July 1, 2025, when he will become Executive Chairman of the Board. He will receive an annual base salary of $750,000 and will be eligible for an award under the AIP Plan at a target of 150% of his annual base salary.

Source · Based on the filing body and exhibits

Zamarin compensation: base salary, RSUs and AIP Plan target

The company said it will grant Zamarin an annual base salary of $1,000,000 and a one-time off-cycle restricted stock unit award totaling $2,500,000, split 60% performance-based RSUs and 40% time-based RSUs. The company also said Zamarin's AIP Plan target is 150% of his base salary. He will not receive separate compensation for his service as a director.

Source · Based on the filing body and exhibits

Stephen W. Bergstrom to transition to independent Lead Director

The company said Stephen W. Bergstrom, the current Chairman of the Board, will transition to independent Lead Director effective July 1, 2025, in connection with Armstrong's move to Executive Chairman. The Board determined that he remains independent under the New York Stock Exchange listing standards.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.