OFFICE: NPX: Nuplex Appoints New CEO
4 Feb 2010 9:12 am
NPX
04/02/2010
OFFICE
REL: 0912 HRS Nuplex Industries Limited
OFFICE: NPX: Nuplex Appoints New CEO
NZX/ASX release 4 Feb
2010
Nuplex Industries appoints new CEO
The Chairman of Nuplex Industries Limited, Mr Rob Aitken, announced today
that the board has appointed Dr Emery Severin as the next Chief Executive
Officer of the company. Dr Severin will commence with Nuplex on 12 April 2010
and take on the role of Managing Director and Chief Executive from 23 April
2010. He will be based at the Nuplex corporate offices in Botany, Sydney
Australia.
Mr Aitken said that Dr Severin would replace long serving CEO Mr John Hirst,
who will retire at the end of June after 43 years with Nuplex, including 9
years as Chief Executive.
Mr Aitken said that Dr Severin has extensive experience in the industrials
sector and has demonstrated the ability to build profitable international
businesses through organic and acquisition growth.
Dr Severin, who is Australian, has been President of Boral Industries, Inc
based in Atlanta USA since 2004 and prior to that was Executive General
Manager of Boral's Australian construction materials business. Dr Severin, a
Rhodes Scholar, has a PhD in Physical Chemistry from Oxford University.
"After a comprehensive international evaluation of internal and external
candidates, the board is delighted to appoint Emery to the position of CEO as
we feel his demonstrated strategic and commercial expertise, acquisition
experience and proven leadership in competitive environments are ideally
suited to Nuplex's future development," Mr Aitken said.
"Nuplex has grown into a leading global manufacturer and distributor of
synthetic resins through a series of acquisitions, technological leadership
and customer focus.
"We are delighted Emery has agreed to lead the company into our next phase of
growth.
"I would also like to thank, on behalf of the board and the entire Nuplex
Industries team, the outgoing MD and CEO, Mr John Hirst for his enormous
contribution to the growth of Nuplex during his 43 years of service. Mr Hirst
led the company through a rapid global growth phase, including the
acquisition of the Akzo Nobel coating resins business. Mr Hirst will become a
consultant to the board from his retirement through to 30 June 2011 to assist
in an orderly transition in leadership."
Dr Severin said that he was pleased to have been appointed to the position of
Chief Executive Officer of Nuplex.
"I am excited about the prospects of leading Nuplex into this next phase of
growth and development of the company.
"I look forward to working with the board and the Nuplex team to strengthen
Nuplex's position and continue to deliver strong returns for the company's
shareholders."
A summary of the key terms of Dr Severin's employment agreement with Nuplex
is attached and further biographical details for Dr Severin are set out
below.
DR SEVERIN - BIOGRAPHICAL DETAILS
Emery Severin is 53 years old. He gained entry to Duntroon Royal Military
College for officer cadet training in 1974 and then spent most of his next
6-7 years studying. He initially completed a Bachelor of Science honours
degree in Chemistry and Physics at the University of New South Wales and was
awarded a University Medal for Chemistry.
Following selection as a Rhodes Scholar, Emery spent 3 years at Oxford
University completing a Doctorate of Philosophy in Physical Chemistry in
1981. He then spent several years in regimental duties in the military before
being appointed Aide-de-Camp to the Australian Governor-General in 1985.
In 1986, Emery joined BHP Steel in a planning and business development role
and then moved through a range of line management positions at the Newcastle
steelworks, as Regional Operations Manager based in Singapore and as Manager
of BHP's packaging businesses at the Port Kembla steelworks.
In 1996, Emery joined Boral Limited as General Manager, NSW Construction
Materials Group, and in 1998 became National General Manager, Blue Circle
Southern Cement Ltd. In October 1999, he was appointed Executive General
Manager for the Australian Construction Materials Group which employed more
than 3,700 people and had revenues of c.A$1.5 billion from its quarry,
concrete, asphalt, transport and contracting operations throughout Australia.
In 2004, Emery was appointed to the position of President, Boral Industries,
Inc based in Atlanta, USA. During his first 2-3 years in this position, he
was focused on building the USA operations through a combination of organic
and acquisitive growth initiatives. The focus has been very different since
2007 and he has led Boral's response to dramatically tougher economic and
market conditions while still maintaining a strong focus on innovation and
product development.
___________________________________________________________________
Media inquiries:
Rob Aitken
Chairman
+61 438205169
Nuplex Industries Limited is one of the world's top ten manufacturers of
resins for coatings and composites, and one of Australasia's top four
distributors of specialty products for the construction, chemical, plastic
and life sciences industries. It has manufacturing operations in ten
countries across Australasia, Europe, North America and Asia, and more than
50 per cent of revenue comes from outside Australasia. Nuplex is listed on
the Australian and New Zealand exchanges.
Nuplex Industries Limited
Summary of the Key Terms of the Employment Agreement
appointing Emery Severin as Chief Executive Officer
Commencement Date: 12 April 2010
Term: Ongoing (i.e. no fixed term)
Remuneration: Dr Severin's remuneration will consist of salary and other
benefits referred to below as 'Total Employment Cost', plus the short term
and long term incentives referred to below.
Total Employment Cost (TEC):
Initial TEC will be A$1.0 million per annum with an annual review.
TEC includes salary and superannuation and may also include non-cash
components such as a company motor vehicle and costs associated with that
vehicle.
Incentives:
Under his Employment Agreement, Dr Severin is entitled to incentive
awards as set out below calculated by reference to his TEC.
1. Short Term Incentive (STI)
The amount of the STI payment in any year will be determined by the Board by
assessment of Dr Severin's performance against financial and non-financial
targets set by the Board at the start of each financial year. For performance
outcomes at target level, Dr Severin would receive 50% of his TEC and for
performance outcomes at stretch level, he would receive a maximum of 100% of
his TEC.
For the period from the Commencement Date to 30 June 2010, the targets will
be set by the Board shortly after the Commencement Date and the incentive
amount will be prorated for the reduced period.
2. Long Term Incentive (LTI)
The LTI plan has been designed to drive behaviour that grows business value
over the longer term and to complement the shorter term focus of the STI
plan.
Dr Severin will be entitled to an annual LTI grant up to an amount of 90% of
TEC subject to achievement of performance hurdles. The initial grant will be
in the form of A$900,000 cash prorated for the period from Commencement Date
until 30 June 2010. Thereafter an annual grant of cash or share acquisition
rights with an aggregate fair market value equivalent to 90% of TEC will be
made. Shareholders will be asked to approve any grant of share acquisition
rights at the 2010 Annual General Meeting, and the terms of the grant will be
set out in the Notice of Meeting. Subject to receiving shareholder approval,
the 2010 grant will be made in November 2010.
The number of share acquisition rights to be awarded will be determined at
the time of grant by dividing the amount of the grant (being 90% of his TEC
at the start of the financial year to which the LTI award relates) by the
fair market value per share acquisition right.
Vesting of the initial LTI grant will be subject to performance hurdles based
on Earnings per Share (EPS) and Nuplex's Total Shareholder Return (TSR)
performance relative to companies within the NZX50 Index over a measurement
period of three to four years. TSR is defined as share price growth and
dividends paid and reinvested on the ex-dividend date (adjusted for rights,
bonus issues and any capital reconstructions) measured over the measurement
period. In respect of the LTI grant, 50% of the grant will be based on EPS
and 50% on TSR.
Performance hurdles for LTI Grants:
a) EPS
The EPS hurdle is triggered by a percentage growth in Nuplex's compound
annual growth rate in earnings per share over the measurement period. Target
growth in EPS is 10% per annum from a starting base of EPS for the year ended
30 June 2009 of NZ19.18 cents. Achievement levels at different levels of
performance are set out in the table below.
Threshold Performance Target
Performance Maximum
Performance
Entitlement Triggered on achievement of 95% of Target EPS
(0% of LTI) Payout 60% of Maximum EPS grant on achievement of
Target EPS
(30% of LTI) Payout 100% of Maximum EPS grant on achievement of 115% of
Target
(50% of LTI)
Target EPS after 3 Yrs
25.52 cents
Target EPS after 4 Yrs
28.08 cents
b) TSR
The TSR hurdle is triggered when the growth performance in TSR exceeds the
TSR of the NZX50 Index Peer Group at the 40th percentile and the movement in
TSR over the measurement period is positive. Achievement levels at different
levels of performance are set out below.
Threshold Performance Target
Performance Maximum
Performance
Entitlement triggered when Nuplex TSR exceeds the TSR of the Peer Group at
the 40th percentile
Payout 0% of the TSR grant
(0% of LTI) Entitlement triggered when Nuplex TSR exceeds the TSR of the
Peer Group at the 50th percentile
Payout 60% of Maximum TSR grant
(30% of LTI) Entitlement triggered when Nuplex TSR exceeds the TSR of the
Peer Group at the 75th percentile
Payout 100% of Maximum TSR grant
(50% of LTI)
:
Dr Severin's participation in the STI and LTI Plans is subject to the rules
of each Plan.
Termination Provisions:
The agreement entered in to with Dr Severin provides for a maximum
termination payment of 12 months' remuneration. The agreement may be
terminated in the circumstances described below.
1. Resignation by Dr Severin
Dr Severin may terminate his employment at any time by giving Nuplex 6
months' notice in writing. In this circumstance, Dr Severin will not be
entitled to any STI in respect of the notice period or the year of
termination (i.e. the STI is not pro rated). Any LTI that has been granted
but which remains unvested will lapse unless the Board determines otherwise.
Nuplex may elect to make a payment in lieu of the notice period
2. Termination without cause
Nuplex may terminate Dr Severin's employment at any time by giving Dr Severin
12 months' written notice (or 6 months' written notice in the case of
incapacitating illness). Nuplex may elect to make a payment in lieu of the
notice period. In the event of Dr Severin's death a payment of 12 months
salary will be made. Any STI payment will be prorated for the period up until
the end of the notice period. Any LTI that has been granted but which remains
unvested will continue beyond termination and will vest in due course if the
performance hurdles are achieved, unless the Board determines otherwise.
3. Termination for cause
Nuplex may terminate Dr Severin's contract with immediate effect for cause
(for example, for serious misconduct or breach of duty). In this case, Dr
Severin will not be entitled to any STI in respect of the notice period or
the year of termination (i.e. the STI is not pro rated). Any LTI that has
been granted but which remains unvested will lapse unless the Board
determines otherwise.
Restraint:
Dr Severin will be restrained from taking a position in a competitive
business for a period of 12 months following the cessation of his employment.
He will also be restrained from soliciting employment of employees of Nuplex
for a period of 12 months after termination.
End CA:00190853 For:NPX Type:OFFICE Time:2010-02-04:09:12:55 More announcements for NPX
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