Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 1, 2021, American Equity Investment Life Holding Company (the
"Company") appointed Phyllis Zanghi to serve in the role of Chief Legal Officer
and Corporate Secretary of the Company. Ms. Zanghi, age 48, currently serves as
the General Counsel - U.S. Life Companies of the Company, a position she has
held since October 2020.
Renee D. Montz, Executive Vice President, General Counsel and Corporate
Secretary of the Company, will be transitioning to the role of Legal Advisor,
effective April 1, 2021, and will subsequently be departing the Company, when
transition activities are completed but not later than June 15, 2021. In
connection with the transition, the Company and Ms. Montz entered into a
separation agreement, effective April 1, 2021 (the "Agreement"). Under the
Agreement, Ms. Montz will serve as Legal Advisor to the CEO and Chief Legal
Officer of the Company from the effective date thereof through June 15, 2021, or
earlier if mutually agreed upon by the parties (the "Transition Period"). During
the Transition Period, Ms. Montz will remain an active employee and will assist
with the orderly transition of her duties. Subject to Ms. Montz's successful
completion of a transition plan and her timely execution of a waiver and release
of claims, upon her termination of employment, Ms. Montz will receive the
following severance benefits: (i) continued payment of her base salary through
March 31, 2022; (ii) 125% of Ms. Montz's target annual incentive award for 2021;
and (iii) a payment for the continuation of Ms. Montz's health insurance
coverage. In addition, Ms. Montz will receive continued vesting of all
outstanding and unvested time-based restricted stock unit awards and stock
option awards and will remain eligible to vest in all outstanding
performance-based restricted stock unit awards in accordance with their terms.
Ms. Montz will also be able to exercise all such stock options for the maximum
period allowed pursuant to the terms of the option award agreements, as if she
were an active employee. The Agreement contains restrictive covenants relating
to non-competition and non-solicitation of the Company's employees, consultants
and customers for 18 months following Ms. Montz's termination date and a mutual
non-disparagement provision.
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