Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Directors
Upon completion of the Merger, the following individuals became the directors of IHS: Stephen Green, Todd Hyatt, Sari Granat and Jeff Gooch.
Each of the nine directors of IHS immediately prior to the Effective Time (Ruann F. Ernst, Christoper V. Grolman, Brian Hall, Roger Holtback, Balakrishnan Iyer, Deborah Doyle McWhinney, Jean-Paul L. Montupet, Richard W. Roedel and Jerre L. Stead)
are no longer directors of IHS.
Officers
Upon completion of the Merger, the officers of IHS immediately prior to the Effective Time continued as the officers of IHS.
Employment and Compensation Arrangements of Certain Officers
In connection with the closing of the Merger, the Company entered into certain employment and compensation arrangements with its named
executive officers as described below.
Todd Hyatt
On July 8, 2016, IHS entered into a letter agreement with Todd Hyatt that provides for the following severance payments and benefits upon a
termination without cause or resignation for good reason within a specified period of time following the closing of the Merger: a lump sum severance payment equal to two times the sum of the officers annual base salary and target
annual bonus; a lump sum payment of the officers target annual bonus prorated for the year of termination; continuation of health and welfare benefits for 24 months following termination of employment; and full vesting of outstanding equity
awards that were granted prior to the closing of the Merger. Mr. Hyatt is also eligible for the foregoing severance payments and benefits upon his providing written notice, during the 6-month period commencing July 12, 2018, of his intention to
terminate his employment for any reason effective 6 months from the date of such notice.
On July 8, 2016, IHS entered into a letter
agreement with Todd Hyatt that describes the terms of his two-year expatriate assignment to the United Kingdom, effective September 1, 2016, which includes housing, cost of living allowance, relocation, transportation allowance, travel, work
visa sponsorship, tax equalization and tax preparation.
Jonathan Gear
On July 8, 2016, IHS entered into a letter agreement with Jonathan Gear that provides for the following severance payments and benefits upon a
termination without cause or resignation for good reason within a specified period of time following the closing of the Merger: a lump sum severance payment equal to two times the sum of the officers annual base salary and target
annual bonus; a lump sum payment of the officers target annual bonus prorated for the year of termination; a lump sum payment representing the amount of the Companys contribution to continue health and welfare benefits for 24 months
following termination of employment; and full vesting of outstanding equity awards that were granted prior to the closing of the Merger. Mr. Gear is also eligible for the foregoing severance payments and benefits upon his providing written notice,
during the 6-month period commencing July 12, 2018, of his intention to terminate his employment for any reason 6 months from the date of such notice. The letter agreement with Mr. Gear also provides for a $550,000 transition cash award,
payable in a lump sum on December 31, 2018, subject to his continued employment through the payment date. Upon termination without cause or resignation for good reason, the award is payable in a lump sum following the termination
date.
Anurag Gupta
On July 8, 2016, IHS entered into a letter agreement with Anurag Gupta that provides for the following severance payments and benefits in
connection with his termination of employment, which is expected to occur on December 1, 2016: a lump sum severance payment equal to two times the sum of the officers annual base salary and target annual bonus; a lump sum payment of the
officers target annual bonus prorated for the year of termination; continuation of health and welfare benefits for 24 months following termination of employment; and full vesting of outstanding equity awards that were granted prior to the
closing of the Merger. The letter agreement with Mr. Gupta also provides for a $590,000 transition award, payable in a lump sum following his termination of employment.
Daniel Yergin
On July 8, 2016, IHS entered into a letter agreement with Daniel Yergin that provides for the following severance payments and benefits upon a
termination without cause or resignation for good reason within a specified period of time following the closing of the Merger: a lump sum severance payment equal to two times the sum of the officers annual base salary and target
annual bonus; a lump sum payment of the officers target annual bonus prorated for the year of termination; continuation of health and welfare benefits for 24 months following termination of employment; and full vesting of outstanding equity
awards that were granted prior to the closing of the Merger.