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Contract analysis / executive-compensation-section.docx
executive-compensation-section.docx
1015-00001 · 12 clauses
High · 2 Medium · 0 Standard · 4
1. Compensation Discussion and Analysis (Voluntary Narrative)
1. Compensation Discussion and Analysis (Voluntary Narrative) 1.1 Overview of Compensation Philosophy Calloway-Briggs Renewables Inc. was founded in 2014 by Garrett Calloway and Elaine Briggs with a mission to develop, own, and operate utility-scale renewable energy generation and storage assets across the United States. Since our founding, we have grown from a two-person development shop into a vertically integrated
1. Base Salary — fixed cash compensation designed to provide a stable foundation commensu
1. Base Salary — fixed cash compensation designed to provide a stable foundation commensurate with each executive's experience, responsibilities, and contributions;
2. Annual Cash Incentive — performance-based annual bonus opportunities tied to pre-estab
2. Annual Cash Incentive — performance-based annual bonus opportunities tied to pre-established financial and operational metrics that drive near-term execution; and
3. Long-Term Equity-Based Incentives — equity awards that vest over multi-year periods an Standard
⚑ Commercial term
3. Long-Term Equity-Based Incentives — equity awards that vest over multi-year periods and are tied to long-term value creation, creating meaningful retention incentives and ensuring alignment with stockholder interests. Prior to the IPO, our executive compensation program was administered by the full Board with significant input from representatives of Pinnacle Vista Capital Partners ("Pinnacle Vista"), our pre-IPO
2. Named Executive Officers
2. Named Executive Officers For purposes of this disclosure, and in accordance with the scaled disclosure requirements applicable to emerging growth companies under the JOBS Act, the Company's named executive officers ("NEOs") for the fiscal year ended December 31, 2021 are the following individuals: In addition to the named executive officers listed above, Rachel Whitmore (Chief People Officer) and Sandra Haverford
3. Summary Compensation Table Standard
⚑ Commercial term
3. Summary Compensation Table 3.1 Summary Compensation Table for FY 2021 The following table sets forth information regarding the compensation paid to, earned by, or awarded to each of our named executive officers for the fiscal year ended December 31, 2021. 3.2 Narrative Footnotes to Summary Compensation Table (1) Bonus. No discretionary bonuses were paid to any named executive officer for FY 2021. All performance-b
4. Grants of Plan-Based Awards Table
4. Grants of Plan-Based Awards Table 4.1 Grants of Plan-Based Awards for FY 2021 The following table sets forth information regarding grants of plan-based awards to our named executive officers during the fiscal year ended December 31, 2021. This table does not reflect the IPO equity grants described above under "Long-Term Equity Incentive Compensation," which will be made upon or following the completion of this off
5. Outstanding Equity Awards at Fiscal Year-End Standard
⚑ Commercial term
5. Outstanding Equity Awards at Fiscal Year-End 5.1 Outstanding Equity Awards as of December 31, 2021 The following table sets forth information regarding outstanding equity awards held by each of our named executive officers as of December 31, 2021. All equity awards reflected in this table are pre-IPO awards. Valuations are based on the most recent independent 409A valuation as of December 31, 2021, which establish
6. Option Exercises and Stock Vested Table
6. Option Exercises and Stock Vested Table 6.1 Option Exercises and Stock Vested for FY 2021 The following table sets forth information regarding the exercise of stock options and the vesting of restricted stock awards for each of our named executive officers during the fiscal year ended December 31, 2021. (1) No named executive officer exercised stock options during FY 2021. The Company's common stock was not public
7. Employment Agreements High
⚑ Unilateral / for-convenience termination
7. Employment Agreements 7.1 Garrett Calloway — Employment Agreement The Company entered into an Amended and Restated Employment Agreement with Garrett Calloway, effective as of January 1, 2021, as further amended effective as of March 15, 2022 in connection with the IPO (the "Calloway Employment Agreement"). The material terms of the Calloway Employment Agreement are as follows: • Position and Duties. Mr. Calloway s
8. Potential Payments Upon Termination or Change of Control High
⚑ Unilateral / for-convenience termination
8. Potential Payments Upon Termination or Change of Control 8.1 Narrative Description The following is a summary of the severance and change-of-control benefits payable to each named executive officer upon various termination scenarios, as provided under the terms of their respective employment agreements and the Company's equity compensation plans. Voluntary Resignation (Without Good Reason). In the event that a nam
9. Director Compensation Standard
⚑ Commercial term
9. Director Compensation 9.1 Overview. In connection with the IPO, the Board adopted a non-employee director compensation program designed to attract and retain qualified independent directors and align their interests with those of our stockholders. The non-employee director compensation program was developed with the assistance of Clarendon Rowe Advisory Group LLC based on its analysis of non-employee director comp