Posted 06 January, 2023
ESCO TECHNOLOGIES INC appointed Bryan H. Sayler as new CEO
NYSE:ESE appointed new Chief Executive Officer Bryan H. Sayler in a 8-K filed on 06 January, 2023.
On January 1, 2023, Bryan H. Sayler succeeded to the offices of Chief Executive Officer and President of the Company.
Don't how to trade CEO change? Read Reasons for CEO Turnover and Effect on Stock Performance.
Overview of ESCO TECHNOLOGIES INC
Industrial Goods • Industrial Electronics
ESCO Technologies, Inc. is a producer of engineered products and systems, which engages in the provision of utility, industrial, aerospace, and commercial applications. It operates through the following segments: Aerospace and Defense, Utility Solutions Group, and RF Test and Measurement. The Aerospace and Defense segment designs and manufactures filtration products, including hydraulic filter elements and fluid control devices used in commercial and defense aerospace applications, filter mechanisms used in micro-propulsion devices for satellites, and custom designed filters for manned aircraft and submarines. The Utility Solutions Group segment provides diagnostic testing solutions that enable electric power grid operators to assess the integrity of high-voltage power delivery equipment. The RF Test and Measurement segment focuses on providing customers with the ability to identify, measure and control magnetic, electromagnetic, and acoustic energy. The company was founded in October 1990 and is headquartered in St. Louis, MO.Market Cap
$2.60B
View Company Details
$2.60B
Relevant filing section
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Chief Executive Officer Succession The Company has implemented its CEO succession plan consistent with the disclosures made in Item 5.02 of the Company's Form 8-K filed September 12, 2022 and described in the Company's Proxy Statement dated December 14, 2022. Effective December 31, 2022, the Company's Chairman, Chief Executive Officer and President, Victor L. Richey, retired as Chief Executive Officer and President. Effective January 1, 2023 Mr. Richey, a current director, assumed the position of Executive Chairman of the Board of Directors. Mr. Richey and the Company entered into an Amendment of Mr. Richey's Employment Agreement effective December 31, 2022, which provides that Mr. Richey will remain as an employee and director of the Company with the title of Executive Chairman during a transition period ending not later than December 31, 2023. Effective January 1, 2023, Mr. Richey's base salary was adjusted to an annual rate of $650,000, to be prorated over the length of the transition period. The form of Amendment to Mr. Richey's Employment Agreement is attached hereto as Exhibit 10.1. Mr. Richey will continue to participate in the Company's Performance Compensation Plan (PCP) until the end of the transition period. For the first quarter of fiscal 2023, which ended December 31, 2022, Mr. Richey's 2023 cash incentive target remained at his fiscal 2022 target of $959,500, to be prorated for the first quarter of fiscal 2023; and beginning January 1, 2023 Mr. Richey's 2023 cash incentive target was reduced to $487,500, to be prorated from January 1, 2023 until the end of the transition period. Mr. Richey also received a one-time award of 17,241 restricted stock units (RSUs), which is $1,500,000 divided by the Company's closing stock price of $87.00 per share on January 3, the first trading day of January. The award will vest on December 31, 2023 and be distributed in shares at the beginning of 2024. It is subject to a non-compete covenant ending two years after the distribution date and other conditions, including potential clawbacks, similar to those in the Company's standard RSU awards. The form of Mr. Richey's RSU award is attached hereto as Exhibit 10.2. On January 1, 2023, Bryan H. Sayler succeeded to the offices of Chief Executive Officer and President of the Company. Mr. Sayler has entered into an employment and compensation agreement with the Company on terms consistent with those described in the Company's Form 8-K filed September 12, 2022. The form of Mr. Sayler's Employment Agreement is attached hereto as Exhibit 10.3. Increase in Size of Board of Directors; New Director Pursuant to the previous actions of the Company's Board of Directors and consistent with the disclosures made in Item 5.02 of the Company's Form 8-K filed September 12, 2022, effective January 1, 2023 the authorized size of the Company's Board of Directors was increased from eight to nine members, and Bryan H. Sayler became a Class I director of the Company filling the vacancy thereby created, to serve for a term ending at the 2024 annual meeting of shareholders. As stated above, effective January 1, 2023 Victor L. Richey, assumed the position of Executive Chairman of the Board. James M. Stolze remains in his current position as Lead Director.
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