Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(c) On February 16, 2022, the Board of Directors (the "Board") of Avangrid, Inc.
(the "Corporation"), upon the recommendation of its Compensation, Nominating and
Corporate Governance Committee (the "Committee"), appointed Patricia Cosgel as
Interim Chief Financial Officer of the Corporation, effective February 24, 2022.
Ms. Cosgel will succeed Douglas Stuver, who will resign as the Corporation's
Senior Vice President - Chief Financial Officer on February 23, 2022. On June 2,
2022, the Board, upon the recommendation of the Committee, promoted Ms. Cosgel
from Interim Chief Financial Officer to Senior Vice President - Chief Financial
Officer.
Ms. Cosgel, age 56, has served as Vice President of Investor and Shareholder
Relations of the Corporation since December 2015. Previously, Ms. Cosgel served
as Vice President and Treasurer of UIL Holdings Corporation from May 2011 until
its acquisition by the Corporation in December 2015. Prior to joining UIL
Holdings Corporation, Ms. Cosgel served as Director of Enterprise Risk
Management, Assistant Treasurer and Manager-Corporate Finance of Eversource
Energy. Ms. Cosgel earned a Bachelor of Arts in Economics from Dickinson College
and a Master of Arts in Economics from University of Iowa.
On June 29, 2022, Avangrid Management Company, LLC ("AMC"), a wholly-owned
subsidiary of the Corporation, entered into an employment agreement (the
"Employment Agreement") with Ms. Cosgel in connection with her service as Senior
Vice President - Chief Financial Officer of the Corporation. Pursuant to the
terms of the Employment Agreement, Ms. Cosgel will receive an annual base salary
of $400,000.00, subject to annual review. Ms. Cosgel will be eligible to
participate in the Corporation's Executive Variable Pay ("EVP") Plan with an
annual incentive target equal to 50% of her annual base salary and a maximum
incentive opportunity of 100% of her annual base salary. Ms. Cosgel will
continue to be eligible to participate in the Corporation's 2020 - 2022
Long-Term Incentive Plan and will receive a grant of 8,433 performance share
units with respect to the 2020 - 2022 performance period. She will also be
eligible to participate in the Corporation's other employee benefit and welfare
plans and arrangements on the same terms as the Corporation's other executive
officers.
In the event Ms. Cosgel's employment is terminated by the Corporation without
Cause or by Ms. Cosgel for Good Reason (as such terms are defined in the
Employment Agreement), Ms. Cosgel would receive a severance payment equal to her
annual salary and target EVP Plan award. The agreement also includes customary
confidentiality, non-competition, and non-solicitation provisions.
The foregoing description is only a summary of the material provisions of the
Employment Agreement and is qualified in its entirety by reference to the full
text of such agreement, copy of which will be filed by the Corporation as an
exhibit to its quarterly report on Form 10-Q for the quarterly period ending
June 30, 2022.
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