Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Appointment of Principal Accounting Officer
On August 1, 2019, Maxar Technologies Inc. (“Company”) appointed Carolyn K. Pittman, Senior Vice President and Chief Accounting Officer, as the Company’s Principal Accounting Officer, effective August 7, 2019.
Ms. Pittman, age 56, joined the Company as Senior Vice President and Chief Accounting Officer effective July 29, 2019 after serving as a consultant to the Company since April 2019. Prior to joining the Company, Ms. Pittman was Vice President-Finance and Controller for Huntington Ingalls Newport News Shipbuilding from 2011 to 2018. Ms. Pittman joined Huntington Ingalls Newport News Shipbuilding in 2011, a spin-off sector of the Northrop Grumman Corporation. At Northrop Grumman, Ms. Pittman was Vice President and Chief Financial Officer, Enterprise Shared Services and Information Technology, from 2008 to 2011. She joined Northrop Grumman as a manager in 1995 and attained positions of increasing responsibility, including Vice President, Sector Controller, Vice President, Internal Audit, and Chief Audit Executive. Ms. Pittman began her career with Ernst & Young LLP, where she held positions within audit and assurance services from 1985 to 1995. Since August 2017, Ms. Pittman has served as a member of the board of directors of Minerals Technologies Inc. (NYSE: MTX), where she is a member of the Audit Committee and the Corporate Governance and Nominating Committee. Ms. Pittman holds an MBA in Finance from Dallas Baptist University and a Bachelor of Science in Business Administration from the University of Arkansas. Ms. Pittman is a Certified Public Accountant and a Certified Information Systems Auditor.
In connection with her appointment, the Company’s Board of Directors (“Board”) approved compensation for Ms. Pittman as follows:
Cash Compensation: Ms. Pittman will be entitled to an annual base salary of $400,000 and have the opportunity to earn an annual cash bonus at a target rate of 50% of base salary. For 2019, Ms. Pittman’s bonus will be pro-rated based on her start date and will be the greater of her on-target bonus and the actual bonus calculated in accordance with the terms of the Company’s short term incentive plan.
Equity Grant: Ms. Pittman will receive an award of equity-settled restricted stock units with a value of $500,000 on the first business day of the month following her employment start date. The restricted stock units will vest in equal installments on each anniversary of the award date over a three year period, provided Ms. Pittman remains employed by the Company. Beginning in 2020, Ms. Pittman will be eligible for an annual long-term incentive grant, subject to approval by the Board.
Relocation: Ms. Pittman will be provided with an executive relocation package in an amount up to $200,000.
Ms. Pittman has entered into a standard indemnification agreement with the Company in the form previously approved by the Board, which is filed as
Exhibit 10.12
to the Company’s Current Report on Form 8-K filed with the U.S. Securities Exchange Commission on January 2, 2019 and is incorporated by reference herein.
There are no arrangements or understandings between Ms. Pittman and any other person pursuant to which Ms. Pittman was appointed as Senior Vice President and Chief Accounting Officer. There are no family relationships between Ms. Pittman and any of the Company’s directors and executive officers, and Ms. Pittman is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.