Avid Technology, Inc. (NASDAQ:AVID)’s compensation committee of the board of directors has granted restricted stock units (RSU) to its new executive officers. The RSU will be applicable to the Louis Hernandez, the Junior Chief Executive Officer, Brian Agle, the Seniour Vice President and Chief Financial Officer, Jeff Rosica, the President Jason A. Duva, the Senior Vice President and General Counsel and Dana Ruzicka, the Vice President and Chief Product Officer.
The officer will be entitled to 50% of the RSUs depending performance-based vesting in addition to 50% of the RSUs subject to time-based vesting. The performance-based award will have to be approved the shareholders of the company through the amendment of the Stock Incentive Plan commonly known as the “2014 Plan”. This includes the shares permissible under the plan. The shareholders are expected to make a determination on the matter during the company’s Annual Meeting. In case the amendments to 2014 Plan fail to secure the shareholders’ approval, the performance-based RSU’s will be nullified.
For the time-based RSUs, 33.3% will be vested on the first anniversary of the date of grant and a further 8.33% vest after a three month circle with effect from the first anniversary of the date of grant up to the time-vested part has been fully vested
A number of factors will determine if performance-based RSUs will vest. I.e. if the company reaches its Conversion Rate target for 2017, the company’s closing price as reported at NASDAQ. The price should be equal or above the set threshold for not less than 20 consecutive days in 2017, 2018 and 2019.
The “Conversion Rate” is a ratio determined by Adjusted EBITDA into the Adjusted Free Cash Flow. Both the Adjusted EBITDA and Adjusted Free Cash Flow are non-GAAP financial parameters. The Adjusted EBITDA is net income or loss before depreciation, taxes, interest, amortization and stock-based compensation. On the other hand Adjusted Free Cash Flow is operating cash flow subtract capital expenditures. The operating cash flow does not include some operating charges like merger, restructuring management change expenses