Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
2023 Annual Cash Incentive Program
The Compensation Committee of the Board of Directors approved the Velocity
Financial FY 2023 Annual Cash Incentive Program for the following named
executive officers,
The Compensation Committee approved Core Net Income Annual Growth for the year
ending
If our 2023 Core Net Income Annual Growth is less than the Compensation
Committee approved threshold, Messrs. Farrar, Szczepaniak and Taylor will not
receive any performance-based bonus. If our 2023 Core Net Income Annual Growth
equals the approved threshold, Messrs. Farrar, Szczepaniak and Taylor will be
eligible to receive a performance-based bonus equal to
Each executive will also be eligible to receive an individual performance-based bonus based on an assessment of such executive's performance relating to the following criteria: •Asset quality and overall corporate risk management •Leadership and decision making •Velocity's strategic initiatives •Inter department cooperation and team building •Completion of special projects Based on such individual assessments, the participating executive officers are eligible to receive the following individual performance-based bonus opportunities:Christopher D. Farrar $0 -$760,000 Mark R. Szczepaniak $0 -$405,000 Jeffrey T. Taylor $0 -$330,000
Bonuses under the program will be subject to Compensation Committee certification following fiscal year-end 2023.
2023 Performance Stock Units Program
Under our FY 2023 Performance Stock Units Program, the Compensation Committee approved grants of Performance Stock Units with vesting conditioned on the numerical average of our Core Net Income Annual Growth for fiscal years 2023, 2024 and 2025.
Based on our average Core Net Income Annual Growth over the three-year period and the threshold, target and maximum growth rates approved by the Compensation Committee, the participating executive officers are eligible to receive the following shares of common stock in settlement of their grants:
Christopher D. Farrar 0 - 141,750Mark R. Szczepaniak 0 - 43,312Jeffrey T. Taylor 0 - 34,650
If our average Core Net Income Annual Growth is less than the Compensation Committee approved threshold, Messrs. Farrar, Szczepaniak and Taylor will not receive any shares. If our average Core Net Income Annual Growth is equal to or greater than the Compensation Committee approved maximum, Messrs. Farrar, Szczepaniak and Taylor will receive 141,750, 43,312 and 34,650 shares respectively. If our actual average Core Net Income Annual Growth falls between the approved threshold and maximum, the executives will be eligible to receive shares based on straight line interpolation between such points.
Vesting of the Performance Stock Units will be subject to Compensation Committee certification following fiscal year-end 2025. --------------------------------------------------------------------------------
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