Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(b), (c) Mark Suchinski, the Vice President, Treasurer and Financial Planning
of Spirit AeroSystems Holdings, Inc. (the "Company") and its wholly-owned
subsidiary, Spirit AeroSystems, Inc. ("Spirit") was appointed as Vice President,
Corporate Controller of the Company and Spirit, effective February 23, 2014. In
his new role, Mr. Suchinski will perform the functions of principal accounting
officer. Mr. Suchinski replaces James Steven Sharp, who was named Vice
President, Finance Transformation of Spirit.
Mr. Suchinski has served as the Vice President, Treasurer and Financial Planning
of the Company and Spirit since October 2013. From August 2012 through
October 2013, he held the role of Vice President of Finance and Treasurer for
the Company and Spirit. Mr. Suchinski joined Spirit in 2006 as the Controller
for the Aerostructures Segment of Spirit's business. In July 2010, he was named
Vice President of Financial Planning & Analysis and Corporate Contracts. Prior
to joining Spirit, he was at Home Products International, where he held the
position of Corporate Controller from 2000 to 2004 and the position of Vice
President and Chief Accounting Officer from 2004 to 2006. Prior to that, he
held financial leadership positions of controller and senior finance manager at
other companies. He also spent three years in public accounting. Mr. Suchinski
received his Bachelor of Science degree in Accounting from DePaul University.
Spirit entered into a new employment agreement with Mr. Suchinski on
February 26, 2014. The Employment Agreement provides that Mr. Suchinski will
receive an annual salary of $250,000, which salary may be adjusted from time to
time based on Mr. Suchinski's performance.
The Employment Agreement provides that Mr. Suchinski will be eligible to receive
awards under the Company's Short-Term Incentive Plan (the "STIP") and Long-Term
Incentive Plan (the "LTIP") in 2014. Mr. Suchinski will receive a cash award
under the STIP with a value equal to 80% of his base salary, if target
performance goals are reached, and up to 160% of his base salary, if outstanding
performance goals are reached. If target performance goals are not reached,
Mr. Suchinski will only be entitled to incentive compensation (if any) otherwise
provided under the STIP and Spirit policy. Subject to approval of the Company's
board of directors, Mr. Suchinski will receive an award under the LTIP in 2014
with a value equal to 100% of his base salary. The award under the LTIP will be
subject to the terms and provisions of the LTIP and terms and conditions
(including vesting conditions) established by the Company's board of directors
and compensation committee.
Under the Employment Agreement, Mr. Suchinski is entitled to participate in
other employee benefit plans, policies, practices and arrangements generally
made available to senior executives of Spirit.
Mr. Suchinski's employment may be terminated at any time at the election of
either Mr. Suchinski or Spirit for any reason or no reason, without cause.
Mr. Suchinski's employment may also be terminated by Spirit for "Cause," which
is defined in the Employment Agreement.
If Mr. Suchinski's employment is terminated by him or by Spirit for Cause,
Spirit will pay Mr. Suchinski his compensation only through the last day of his
employment, and, except as may otherwise be expressly provided in any Company
benefit plan, Spirit will have no further obligation to Mr. Suchinski.
In the event that Mr. Suchinski's employment is terminated by Spirit without
Cause before the expiration of two years after the effective date of the
Employment Agreement, and for so long as Mr. Suchinski is not in breach of his
non-compete, non-solicitation and confidentiality obligations (described below),
he will be entitled to termination benefits, pursuant to which Spirit will
(i) continue to pay Mr. Suchinski an amount equal to his base salary in effect
immediately before termination of his employment for a period of 12 months and
(ii) pay the costs of COBRA medical and dental benefits coverage which are
offered to Mr. Suchinski after termination or pay to Mr. Suchinski an amount
equal to such costs, in either case for a period of 12 months. Except as may
otherwise be expressly provided in any Company benefit plan, Spirit will have no
further obligation to Mr. Suchinski.
The Employment Agreement contains covenants for the benefit of Spirit relating
to non-competition and non-solicitation of Spirit employees during and for up to
two years subsequent to the term of Mr. Suchinski's employment and protection of
Spirit's confidential information.