Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On January 21, 2020, Jerrold Barag retired as the Chief Executive Officer of
CatchMark Timber Trust, Inc. (the "Company") and as a member of the Company's
board of directors (the "Board"). Mr. Barag's retirement was not as a result of
any disagreement with the Company on any matters related to the Company's
operations, policies or practices.
The Board has elected Brian M. Davis, the Company's President and Chief
Financial Officer, to serve as its Chief Executive Officer and President and has
elected Mr. Davis to the Board and to serve on the Board's Finance and
Investment Committee, in each case effective as of January 21, 2020. The Board
has also elected Ursula A. Godoy-Arbelaez, the Company's Vice President and
Treasurer, to serve as its Senior Vice President, Chief Financial Officer and
Treasurer and Todd P. Reitz, the Company's Senior Vice President - Forest
Resources, to serve as its Senior Vice President and Chief Resources Officer,
also effective January 21, 2020.
Brian M. Davis, 50, served as the Company's President and Chief Financial
Officer from April 2019 to January 2020, having previously served as its Senior
Vice President and Chief Financial Officer since March 2013. Mr. Davis served as
the Company's Treasurer from October 2013 to February 2018, as the Company's
Assistant Secretary from August 2013 to July 2018, and as its Secretary from
July 2018 to October 2018. Mr. Davis also serves on the board of directors of
TexMark Timber Treasury, L.P., the Company's joint venture with a consortium of
institutional investors that owns 1.1 million acres of prime East Texas
timberlands (the "Triple T Joint Venture"). Mr. Davis served as Senior Vice
President and Chief Financial Officer of Wells Timberland Investment Management
Organization, LLC ("Wells TIMO") from March 2009 until October 2013 and as Vice
President from October 2007 through March 2009. From 2000 until joining Wells
Real Estate Funds, Inc. in 2007, Mr. Davis held various roles at Atlanta-based
SunTrust Bank, delivering strategic advisory, capital-raising and financial
risk-management solutions to large corporate and middle-market clients. Mr.
Davis has more than 25 years of experience in business and financial services,
and has held key roles in finance, treasury and strategy. Mr. Davis received his
Bachelor of Business Administration and Master of Business Administration from
Ohio University.
The Board concluded that Mr. Davis should be appointed to the Board as a result
of his role as Chief Executive Officer and President of the Company as well as
his deep industry knowledge, financial expertise and vision for the Company.
Ursula A. Godoy-Arbelaez, 39, served as the Company's Vice President and
Treasurer from May 2018 to January 2020, as the Company's Treasurer from
February 2018 to May 2018, and as its Director of Finance from October 2013 to
May 2018. Ms. Godoy-Arbelaez also serves as the Secretary and Treasurer of the
Triple T Joint Venture. Ms. Godoy-Arbelaez previously served as Director of
Finance of Wells TIMO from December 2011 until October 2013, as Finance
Consultant from January 2009 until December 2011, and as Senior Financial
Analyst from February 2008 to January 2009. From 2002 until joining Wells TIMO
in 2008, Ms. Godoy-Arbelaez worked at Wells Real Estate Funds, Inc. where she
held various positions in finance, treasury and accounting. Ms. Godoy-Arbelaez
received a Bachelor of Business Administration in Accounting and a Master of
Business Administration in Finance from Georgia State University.
Todd P. Reitz, 48, served as the Company's Senior Vice President, Forest
Resources from March 2017 to January 2020 and was designated as its principal
operating officer in October 2018. Mr. Reitz also serves on the board of
directors of the Triple T Joint Venture. Mr. Reitz has more than 20 years of
experience in the timber industry with extensive marketing, harvesting,
silviculture and business development experience across the U.S. South from East
Texas to Virginia. From 2016 to 2017, Mr. Reitz served as the Atlantic South
Regional Marketing Manager for Weyerhaeuser Company with operational oversight
for all log and pulpwood production from East Alabama to Virginia. Mr. Reitz
served as the Director of Export Business from 2013 to 2016 and as Senior
Resource Manager from 2005 to 2013 at Plum Creek Timber Company, Inc., which he
joined in 1997. From 1994 to1997, Mr. Reitz worked for Stone Container
Corporation, recruiting new landowners for future procurement and fiber
sourcing. Mr. Reitz received his Bachelor of Science in Forest Management from
Texas A&M University.
In connection with his appointment as Chief Executive Officer and President, Mr.
Davis will receive an annual base salary of $500,000, the ability to earn an
annual performance-based cash incentive award at a target of 60% of his base
salary and a long-term incentive plan target award of $925,000. In connection
with her appointment as Senior Vice President, Chief Financial Officer and
Treasurer, Ms. Godoy-Arbelaez will receive an annual base salary of $265,000,
the ability to earn an annual performance-based cash incentive award at a target
of 50% of her base salary and a long-term incentive plan target award of
$250,000. In addition, in connection with his appointment as Senior Vice
President and Chief Resources Officer, Mr. Reitz's annual base salary was
increased to $369,750.
In connection with Ms. Godoy-Arbelaez's appointment as Senior Vice President,
Chief Financial Officer and Treasurer, the Company entered into a customary
indemnification agreement ("Indemnification Agreement") with Ms. Godoy-Arbelaez
in the same form previously entered into by the Company with its other directors
and executive officers, including Messrs. Davis and Reitz. The form of the
Indemnification Agreement was filed as Exhibit 10.12 to Company's Registration
Statement on Form S-11 filed September 23, 2013 and is incorporated herein by
reference.
In connection with Mr. Barag's retirement, he entered into a Separation
Agreement, dated as of January 20, 2020 (the "Separation Agreement") with the
Company. The Separation Agreement provides for a severance payment equal to two
times the sum of his annual base salary plus his target bonus for 2019, or
$1,928,996, which amount will be paid in equal monthly installments over a
24-month period. He will also be entitled to receive his 2019 annual bonus in an
amount equal to no less than his target award of $397,146, payable in accordance
with the Company's annual cash incentive award program and at the same time that
annual bonuses are paid to the Company's other named executive officers. In
addition, his 103,135 shares of time-based restricted stock awards will become
immediately vested and the Company will repurchase such shares, net of shares
withheld to cover taxes, at a per share price equal to the average closing price
of the common stock for the five-day trading period ended prior to January 21,
2020. Mr. Barag's 215,181 performance-based LTIP units will be treated as if the
performance period for such awards ended on January 21, 2020, with the portion
of such awards that is earned determined based on actual achievement of the
applicable performance metrics through such date. Mr. Barag will be entitled to
receive a pro rata portion of such earned awards, based on the number of full
months served during the performance period divided by 36, which awards will be
immediately vested and will otherwise remain subject to the terms and conditions
of the applicable documents governing the LTIP units. Mr. Barag will also be
entitled to receive payments pursuant to his distribution equivalent awards with
respect to his shares of restricted stock that become vested and with respect to
his performance-based LTP units to the extent of the pro rata portion of the
LTIP units earned.
Under the Separation Agreement, Mr. Barag has agreed to provide the Company
consulting services for 90 days. The Separation Agreement also provides for a
general release by Mr. Barag of all claims and potential claims, customary
mutual non-disparagement provisions, and that the restrictive covenants under
Mr. Barag's employment agreement remain in full force and effect.
The foregoing summary of the Separation Agreement is qualified in its entirety
by reference to the Separation Agreement which is filed herewith as Exhibit 10.1
and incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
Number Description
10.1 Separation Agreement, dated as of January 20, 2020, by and between
Jerrold Barag and CatchMark Timber Trust, Inc.
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CATCHMARK TIMBER TRUST A 
