Tupperware Brands Corp. has announced the compensation committee of its board of directors granted certain inducement equity awards to president and CEO Miguel Fernandez, effective upon his commencement on April 6, 2020.
Similarly, the committee granted certain inducement equity awards to executive vice chairman Richard Goudis, effective as of his commencement on March 12, 2020.
The awards were granted outside of the company’s stockholder approved equity incentive plan, in reliance on the employment inducement award exception under NYSE Listing Rule 303A.08. Tupperware Brands is issuing this press release pursuant to the requirements of that rule.
Fernandez’s offer letter with the company contemplates that, effective upon his commencement, he will receive:
- A grant of 200,000 performance share units, which vest upon the later of April 6, 2023 and the company’s common stock price exceeding a price hurdle on or before April 6, 2025;
- A 2020 annual long-term equity award having a grant date value of $1,500,000, divided between performance share units (60%), which cliff vest on April 6, 2023 subject to satisfaction of the applicable performance goals; and
- Restricted stock units (40%), which vest in three equal annual installments beginning on April 6, 2021.
Goudis’ inducement equity awards featured:
- A grant of 800,000 performance share units, which vest upon the later of March 12, 2023 and the company’s common stock price exceeding escalating price hurdles on or before March 12, 2025; and
- A stock option covering 1,000,000 shares with an exercise price equal to one 115% of the company’s common stock closing price on the grant date, which vests on March 12, 2023.
In each case, the inducement awards are subject to accelerated vesting upon the occurrence of certain events.
