Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On June 25, 2014, Alexander J. Buehler informed Energy Recovery, Inc. (the
'Company') of his resignation as the Company's Chief Financial Officer,
effective on that day in order to pursue another opportunity.
Effective June 27, 2014, the Board of Directors has appointed Joel Gay to
succeed Mr. Buehler as Chief Financial Officer. Mr. Gay joined the Company in
January 2012 as Vice President of Finance and Business Intelligence. From April
2007 through December 2011, Mr. Gay was Chief Financial Officer North America at
Insituform (now Aegion). Mr. Gay holds a Master's degree in Business
Administration from the University of Chicago, Booth School of Business and a
Bachelor of Arts degree from St. Thomas University.
As Chief Financial Officer of the Company, Mr. Gay will receive an annual base
salary of $265,000 along with standard company benefits. He will also
participate in the Company's Annual Incentive Plan ("AIP"). The maximum target
and payout under the AIP for 2014 will be determined by the Company's Chief
Executive Officer and the Board of Directors based on Mr. Gay's performance. Mr.
Gay will receive options to purchase 100,000 shares of Company common stock that
will be subject to the Company's standard four year vesting schedule. The grant
date will be July 3, 2014. In addition, if after ninety days of his appointment
as Chief Financial Officer, Mr. Gay has performed to the satisfaction of the
Chief Executive Officer and the Board of Directors, he will receive an
additional grant of options to purchase another 100,000 shares of the Company's
common stock with a grant date to be determined by the Board of Directors. Mr.
Gay will also be named as a participant in the Company's Change of Control Plan,
a copy of which is on file with the Securities and Exchange Commission ("SEC").
Additionally, he will be eligible for certain severance benefits if he is
terminated without cause, other than in connection with a Change in Control. Mr.
Gay will enter into the Company's standard Indemnification Agreement, the form
of which is also on file with the SEC.
Item 9.01 Financial Statements and Exhibits
Exhibit Number Description
99.1 Press Release dated June 27, 2014
99.2 Offer Letter to Mr. Joel Gay