UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 15, 2021, Anthony J. Galici, Executive Vice President and Chief Financial Officer (“CFO”) of INDUS Realty Trust, Inc. (“INDUS” or the “Company”), notified the Company that he plans to retire as the Company’s Chief Financial Officer and principal accounting officer. Mr. Galici will continue to serve as Executive Vice President and CFO of the Company to assist INDUS’s management team with the transition until his retirement on December 31, 2021.
As part of its succession plan for the CFO role, on July 16, 2021, the Board of Directors appointed Jon W. Clark as Executive Vice President and Chief Financial Officer, effective January 1, 2022 (the “Effective Date”). On the Effective Date, Mr. Clark will succeed Mr. Galici as the Company’s principal financial officer and principal accounting officer. As part of the CFO transition, Mr. Clark, who is 52 years old, will join INDUS as Executive Vice President in September 2021 to work with Mr. Galici prior to his retirement. Mr. Clark is currently the Chief Accounting Officer of Rockhill Management, LLC (“Rockhill”), a property management business. He has been in this position since June 2019. From April 2018 through March 2019, Mr. Clark was Chief Financial Officer and Treasurer of Gramercy Property Trust (“Gramercy”), a real estate investment trust that owned industrial and office properties. From March 2009 through April 2018, Mr. Clark was Chief Financial Officer, Accounting Officer and Treasurer of Gramercy, and from June 2007 through February 2009, Mr. Clark was the Corporate Controller of Gramercy. Mr. Clark received his Bachelor of Business Administration from Western Michigan University, a Masters in Accounting from the University of Massachusetts-Amherst and is a Certified Public Accountant.
In connection with his appointment as Executive Vice President and thereafter Chief Financial Officer, the Company has agreed to pay Mr. Clark a base salary of $325,000. Mr. Clark will also be eligible to participate in the Company’s annual incentive compensation plan for each year, under which Mr. Clark’s target cash payment will be equal to 50% of his base salary and will be based 75% on the INDUS corporate financial metric(s) and 25% on individual performance. Mr. Clark will also be eligible for equity-based compensation as part of the Company’s long term incentive plan, which is expected to be in the form of restricted stock units, with a portion that will be subject to time-based vesting over three years and a portion that will be subject to performance-based vesting based on achievement of certain performance metrics over a three-year period. Mr. Clark will receive an initial grant of restricted stock units in early 2022, with a value equal to $100,000 at the time of the grant, subject to the vesting terms described above.
Item 7.01 | Regulation FD Disclosure. |
A copy of the Company’s press release announcing Mr. Galici’s retirement and Mr. Clark’s appointment as Executive Vice President and Chief Financial Officer is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
99.1 | The Company’s Press Release dated July 19, 2021 (furnished hereto) |
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
SIGNATURES |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
INDUS REALTY TRUST, INC. | |||
By: | /s/ Anthony J. Galici | ||
Anthony J. Galici | |||
Executive Vice President and Chief Financial Officer | |||
Date: July 19, 2021 | |||