Resignation of Chairman of the Board and Chief Executive Officer
As previously reported, on July 8, 2021, Todd M. Bluedorn, Chairman of the Board and CEO of the Company, advised the Board that he intended to resign by mid-2022. Mr. Bluedorn tendered his resignation on March 17, 2022, effective on March 23, 2022.
Election of Chairman of the Board and Interim Chief Executive Officer
The Board elected Todd J. Teske as Chairman of the Board and Interim President and Chief Executive Officer (“Interim CEO”) of the Company, effective March 23, 2022. Mr. Teske will serve as Interim CEO until Mr. Maskara begins his employment with the Company on May 9, 2022.
Mr. Teske, 57, has served as Lead Independent Director of the Board since 2015 and as a member of the Board since 2011. As a member of the Board, Mr. Teske has served as Chair of the Board Governance Committee and as a member of the Audit, Public Policy, and Compensation and Human Resources Committees. While serving as Interim CEO, Mr. Teske will not serve as a member of any of the Board committees.
The Board has approved a monthly base salary of $150,000, inclusive of travel and living expenses, in connection with Mr. Teske’s compensation as Interim CEO. Mr. Teske will continue to receive the annual retainer of $105,000 for his service as a director. Upon the completion of his service as Interim CEO, Mr. Teske will receive an annual Board Chairman fee of $132,500 in connection with his service as Chairman of the Board.
There are no arrangements or understandings between Mr. Teske and any other persons pursuant to which he was selected as Interim CEO. There are also no family relationships between Mr. Teske and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 |
Regulation FD Disclosure. |
A copy of the press release issued by the Company on March 23, 2022 announcing Mr. Maskara’s appointment, Mr. Bluedorn’s resignation, and Mr. Teske’s appointment is furnished as Exhibit 99.1 to this Current Report on Form 8-K.