Cushman & Wakefield Ltd 8-K, filed May 4, 2023
Cushman & Wakefield Ltd. (CWK)
About this 8-K
Cushman & Wakefield Ltd filed this 8-K on May 4, 2023, reporting on events of May 3, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Chief Executive Officer Succession
On May 3, 2023, John Forrester, Chief Executive Officer of Cushman & Wakefield plc (the “Company”), notified the Company that he will retire as Chief Executive Officer and from the board of directors of the Company (the “Board”), effective as of June 30, 2023 (the “Transition Date”). In order to provide for a smooth transition of his role, Mr. Forrester has agreed to remain employed by the Company and serve in a new, non-executive role of Strategic Advisor, effective as of July 1, 2023 through December 31, 2023. Mr. Forrester’s retirement is not due to any disagreement with the Company on any matter related to the Company’s operations, policies or practices.
On May 4, 2023, the Board appointed Michelle MacKay, currently the President and Chief Operating Officer of the Company, as Chief Executive Officer of the Company, effective as of July 1, 2023, to succeed Mr. Forrester. Also, effective as of July 1, 2023, Ms. MacKay will join the Board to fill the vacancy resulting from Mr. Forrester’s retirement to serve as a Class III director of the Company until the Company’s 2024 annual general meeting and until her successor is duly elected and qualified.
Ms. MacKay, age 56, has served as President and Chief Operating Officer since January 2022. As President and Chief Operating Officer, Ms. MacKay has responsibility for leading the Company’s EMEA region, Global Occupier Services, C&W Services (the Company’s facilities services business), Diversity Equity and Inclusion efforts and DTZ Investors (the Company’s real estate investment management business). Prior to her current role, Ms. MacKay served as Executive Vice President and Chief Operating Officer beginning in March 2020. In this position she oversaw Research, Marketing, Technology, Human Resources, Diversity Equity and Inclusion and the Legal function. Ms. MacKay previously served as a member of the Board from November 2018 to March 2020. Prior to that, Ms. MacKay served as a Senior Advisor to iStar Inc., a real estate investment trust (“REIT”) company (which has since merged with Safehold Inc.), from 2017 to 2018, and as its Executive Vice President of Investments and Head of Capital Markets from 2003 to 2017. Prior to iStar, Ms. MacKay served as an Executive Director in Commercial Real Estate at UBS (previously Paine Webber) and as a senior member of the Commercial Real Estate Investment Committee at UBS. Ms. MacKay has also held positions at JPMorgan Chase in commercial mortgage backed trading, and at The Hartford’s investment management arm focusing on commercial real estate equity and fixed income investments. Ms. MacKay also served on the boards of directors of Americold Realty Trust, a publicly-traded REIT specializing in the temperature-controlled supply chain, from 2018 to 2021, and WCI Communities, a private Florida-based homebuilder later sold to Lennar. from 2009 to 2017. She holds a B.A. from the University of Connecticut and an M.B.A. from the University of Hartford.
Letter Agreement with Mr. Forrester
In connection with Mr. Forrester’s retirement, the Company and Mr. Forrester entered into a letter agreement on May 4, 2023. Pursuant to the letter agreement, effective July 1, 2023, Mr. Forrester will remain employed by the Company in a new, non-executive role of Strategic Advisor and provide strategic advisory services as requested by the Board for a period of six months ending on December 31, 2023. During such six-month transition period, Mr. Forrester will continue to be paid a base salary at an annual rate of £693,900 and will continue to participate in the Company’s benefit plans on the same terms as he participated prior thereto. Upon completion of the six-month transition period, Mr. Forrester will remain eligible to receive a bonus payment under the 2023 Annual Incentive Plan with a target cash bonus opportunity for fiscal year 2023 equal to £1,542,000. The actual bonus payment made to Mr. Forrester will be determined and calculated in accordance with the terms of the 2023 Annual Incentive Plan and in the same manner as applicable to the other executive officers of the Company.
MacKay Offer Letter
On May 4, 2023, the Company and Ms. MacKay entered into a revised offer letter (the “MacKay Offer Letter”) setting forth the key terms of her compensation and benefits as Chief Executive Officer. Pursuant to the MacKay Offer Letter, Ms. MacKay (i) will receive an annual base salary equal to $1,000,000; (ii) will be eligible for a target annual bonus opportunity equal to $2,500,000, based on individual and Company performance, as determined by the Company, with a maximum annual bonus opportunity equal to $5,000,000; and (iii) will be eligible to receive, in the
Board’s sole discretion, an annual grant of restricted stock units (“RSUs”) with an initial target grant date fair value of $5,500,000 each year during which Ms. MacKay remains employed by the Company as Chief Executive Officer, subject to her continued employment as the Company’s Chief Executive Officer as of the grant date. 50% of the RSUs awarded to Ms. MacKay in her capacity as Chief Executive Officer will vest ratably over a three-year period, with the remaining 50% of such RSUs subject to performance-based vesting conditions, which performance-vesting RSUs (“PSUs”) will vest and be earned, if at all, upon the Company’s achievement of the applicable performance-vesting conditions at the end of the three-year performance period. In addition, in connection with her appointment, Ms. MacKay will receive a one-time equity award with a target grant date fair value of $1,225,000, 50% of which will consist of time-vesting RSUs and the remaining 50% of which will consist of PSUs, which will vest and be earned, if at all, as described above. Ms. MacKay will continue to participate in the Company’s Amended & Restated Executive Employee Severance Pay Plan (the “Severance Plan”). In addition, pursuant to the terms of the MacKay Offer Letter, and notwithstanding anything to the contrary in the Severance Plan, upon either a termination by the Company without “cause” not in connection with a change in control of the Company or a Board-approved “retirement” (each as defined in the Severance Plan and MacKay Offer Letter, respectively), (i) with respect to any time-vesting RSUs held by Ms. MacKay that are then outstanding and unvested, all continued employment requirements shall be deemed to have been satisfied and such RSUs shall be settled in accordance with their regularly-scheduled time-vesting schedule, and (ii) with respect to any performance-vesting RSUs held by Ms. MacKay that are then outstanding and unvested, any continued employment requirement shall be deemed to have been satisfied through the applicable performance periods and such RSUs shall be eligible to vest if, and to the extent, the applicable performance metrics are satisfied as of the end of the applicable performance period. Ms. MacKay will remain subject to certain restrictive covenants under her offer letter and the agreements governing her equity awards, including (a) prohibitions on competing with us during her employment with the Company and for a period of 18 months thereafter, (b) prohibitions on soliciting or hiring our clients or employees during her employment with us and for a period of 24 months thereafter, and (c) non-disparagement and confidentiality obligations.
There are no arrangements or understandings between Ms. MacKay and any other person pursuant to which Ms. MacKay was appointed as Chief Executive Officer or director of the Company. Ms. MacKay does not have any family relationship with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. The Company is not aware of any related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the SEC) between Ms. MacKay and the Company.
Global President and Chief Operating Officer Succession
On May 4, 2023, the Company also appointed Andrew McDonald, currently President of the Company, as Global President and Chief Operating Officer, effective as of July 1, 2023.
Mr. McDonald, age 46, has served as President since January 2022. As President, Mr. McDonald is responsible for the Company’s Americas and APAC businesses. Prior to his current role, Mr. McDonald served as Chief Executive, Americas beginning in July 2020. Before assuming that role, Mr. McDonald led Cushman & Wakefield’s Americas West region from November 2017 to July 2020. Before that, he served as Executive Managing Director and Regional Managing Principal for Greater Los Angeles/Orange County. Mr. McDonald began his professional career at ASIMCO, a Beijing-based private equity firm. He later joined Cushman Realty Corporation, which merged with Cushman & Wakefield in 2001. Mr. McDonald currently serves on the board of directors of the California Hospital Medical Center and The Los Angeles Coalition. He is a member of the Real Estate Roundtable and the Policy Advisory Board at the Fisher Center for Real Estate and Urban Economics.
McDonald Offer Letter
On May 4, 2023, the Company and Mr. McDonald entered into a revised offer letter (the “McDonald Offer Letter”), setting forth the key terms of his compensation as Global President and Chief Operating Officer. Pursuant to the McDonald Offer Letter, Mr. McDonald (i) will receive an annual base salary equal to $900,000; (ii) will be eligible for a target annual bonus opportunity equal to $1,700,000, based on individual and Company performance, as determined by the Company, with a maximum annual bonus opportunity equal to $3,400,000; and (iii) will be eligible to receive, in the Board’s sole discretion, an annual grant of RSUs with an initial target grant date fair value of $3,850,000 each year during which Mr. McDonald remains employed by the Company as Global President and
Chief Operating Officer, subject to his continued employment as the Company’s Global President and Chief Operating Officer as of the grant date. 50% of the RSUs awarded to Mr. McDonald in his capacity as Global President and Chief Operating Officer will vest ratably over a three-year period, with the remaining 50% of such RSUs subject to performance-based vesting conditions, which PSUs will vest and be earned, if at all, upon the Company’s achievement of the applicable performance-vesting conditions at the end of the three-year performance period. In addition, in connection with his appointment, Mr. McDonald will receive a one-time equity award with a target grant date fair value of $525,000, 50% of which will consist of time-vesting RSUs and the remaining 50% of which will consist of PSUs, which will vest and be earned, if at all, as described above. Mr. McDonald will continue to participate in the Severance Plan. In addition, pursuant to the terms of the McDonald Offer Letter, and notwithstanding anything to the contrary in the Severance Plan, upon a termination by the Company without “cause” (as defined in the Severance Plan) not in connection with a change in control of the Company, (i) with respect to any time-vesting RSUs held by Mr. McDonald that are then outstanding and unvested, all continued employment requirements shall be deemed to have been satisfied and such RSUs shall be settled in accordance with their regularly-scheduled time-vesting schedule, and (ii) with respect to any performance-vesting RSUs held by Mr. McDonald that are then outstanding and unvested, any continued employment requirement shall be deemed to have been satisfied through the applicable performance periods and such RSUs shall be eligible to vest if, and to the extent, the applicable performance metrics are satisfied as of the end of the applicable performance period. Mr. McDonald will remain subject to certain restrictive covenants under his offer letter and the agreements governing his equity awards, including (a) prohibitions on competing with us during his employment with the Company and for a period of 12 months thereafter, (b) prohibitions on soliciting or hiring our clients or employees during his employment with us and for a period of 24 months thereafter, and (c) non-disparagement and confidentiality obligations.
There are no arrangements or understandings between Mr. McDonald and any other person pursuant to which Mr. McDonald was appointed as Global President and Chief Operating Officer of the Company. Mr. McDonald does not have any family relationship with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. The Company is not aware of any related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the “SEC”) between Mr. McDonald and the Company.
The foregoing is not a complete description of the letter agreement entered into with Mr. Forrester, the MacKay Offer Letter or the McDonald Offer Letter and is qualified by reference to the full text and terms of the offer letters, which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
A copy of a press release announcing the Chief Executive Officer succession and Mr. McDonald’s promotion is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed as part of this report:
| Exhibit |
Description | |
| 10.1 | Letter Agreement, dated May 4, 2023, between Cushman & Wakefield plc and John Forrester | |
| 10.2 | Offer letter, dated May 4, 2023, from Cushman & Wakefield plc to Michelle MacKay | |
| 10.3 | Offer letter, dated May 4, 2023, from Cushman & Wakefield plc to Andrew McDonald | |
| 99.1 | Press release dated May 4, 2023 | |
| 104 | Cover Page Interactive Data file (formatted as Inline XBRL) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 4, 2023
| CUSHMAN & WAKEFIELD PLC | ||
| By: | /s/ Neil Johnston | |
| Name: | Neil Johnston | |
| Title: | Chief Financial Officer and Chief Accounting Officer | |
Exhibit 10.1
May 4, 2023
John Forrester
Via email
Dear John:
On behalf of the Board of Directors (the “Board”), I am writing to let you know that your Notice of Retirement dated May 3, 2023 has been received and approved by the Board. Subject to the terms of your Employment Agreement, dated January 1, 2022 (“Employment Agreement”), this letter summarizes certain terms in connection with your Retirement. Please confirm your acceptance of the terms as soon as possible, as indicated below.
RETIREMENT
Pursuant to your Employment Agreement, the Board has approved your Retirement effective as of December 31, 2023 (“Retirement Date”) as specified in your Employment Agreement. Your outstanding equity awards as of the Retirement Date shall be treated in accordance with the terms set forth in your Employment Agreement, based on approval of your Retirement by the Board.
TRANSITION TO STRATEGIC ADVISOR
Effective July 1, 2023, you will transition to a new role of Strategic Advisor. In this role, you will provide strategic advisory services as requested by the Board and ensure a smooth transition of your current responsibilities to the new CEO. You will remain employed as Strategic Advisor throughout the transition period until the transition period ends on December 31, 2023.
During the transition period, you will continue to be paid a base salary at a rate of £693,900 per year, and you will continue to participate in benefit plans on the same terms as you participated as CEO.
2023 ANNUAL INCENTIVE PLAN PAYMENT
Upon successful completion of the transition period, you will remain eligible to receive a bonus payment under the 2023 Annual Incentive Plan (the “2023 AIP”). The bonus will be determined and calculated in accordance with the terms of the 2023 AIP in the same manner as applicable to the other executive officers of Cushman & Wakefield plc.
Your signature on this letter indicates your acknowledgment and acceptance of the provisions set forth above, which provisions, together with the terms in your Employment Agreement, supersede any prior discussions between you and Cushman & Wakefield plc (or any of its representatives) with respect to your Retirement. As a condition to receiving the compensation and benefits set forth above, and by executing this letter, you also agree to execute the Release (as defined in your Employment Agreement) on the Retirement Date.
Please execute one copy of this letter and return it to me by May 4, 2023.
Regards,
Brett White
Executive Chairman
Cushman & Wakefield
Acknowledged and Accepted:
| Signature: /s/ John Forrester | Date: May 4, 2023 | |||
| John Forrester |
Exhibit 10.2
May 4, 2023
Michelle MacKay
Via email
Dear Michelle:
Congratulations on your appointment to the position of Chief Executive Officer (“CEO”), Cushman & Wakefield plc (together with its subsidiaries, the “Company”), effective as of July 1, 2023.
This letter summarizes certain terms of your position. Please confirm your acceptance of this offer as soon as possible, as indicated below.
ANNUAL BASE COMPENSATION
Your annual base salary will be $1,000,000, paid on a bi-weekly basis, less appropriate withholdings and deductions, in accordance with the Company’s regular payroll practices. This position is an exempt position for purposes of the Fair Labor Standards Act.
ANNUAL CASH INCENTIVE COMPENSATION
During your employment as Chief Executive Officer, you will be eligible to participate in our annual incentive plan (“AIP”). Your target annual bonus will be $2,500,000, which will be prorated for partial service in this role in a year and subject to a maximum payout of $5,000,000. Your AIP payout is dependent on Company and individual performance against certain goals and objectives and is subject to the discretion and approval by the Board of Directors of the Company and the terms and conditions of the AIP. You must be employed on the payout date to be eligible to receive the payment, as allowed by state or federal law.
ANNUAL EQUITY AWARD
During your employment as Chief Executive Officer, you will also be eligible for an annual equity award with an initial target grant date value of $5,500,000. Equity awards are subject in all respects to approval from the Board and depend on the achievement of Company and individual performance against specified goals and objectives. Annual equity awards, if any, are generally awarded in February each year. It is anticipated that your annual equity awards will consist of 50% time-based restricted stock units (“RSUs”) vesting 1/3 per year over three years and 50% performance-based restricted stock units (“PSUs”) vesting at the end of a 3-year performance period, subject to change at the Board’s discretion. The value of this grant and the number of any RSUs or PSUs granted may vary year to year based on your performance, the Company’s performance, and at the discretion of the Board. The Company reserves the right to change the terms of these awards at any time, and any equity awards granted to you will be subject in all respects to the terms and conditions of the applicable equity incentive plan and award agreement pursuant to which the awards are granted, which terms will govern and prevail.
ONE-TIME EQUITY AWARD
Upon your appointment to the position of CEO, you will be eligible for a one-time equity award with a target grant date value of $1,225,000. 50% of the award will be in the form of RSUs and 50% will be in the form of PSUs. Unless otherwise determined by the Board, the terms and conditions of the grant are anticipated to be substantially similar to those that govern your annual long-term incentive award granted on February 23, 2023.
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EMPLOYMENT AT-WILL
Your employment with the Company will remain at-will and may be terminated by either you or the Company at any time, with or without notice and for any or no reason.
TERMINATION
As Chief Executive Officer, you will be eligible to participate in the Cushman & Wakefield Global, Inc. Amended & Restated Executive Employee Severance Pay Plan effective dated as of February 24, 2022 (“Severance Plan”), subject to the terms and conditions of the Severance Plan as it may be in effect from time to time and as such terms are modified herein with respect to your equity awards. Below is an overview of the severance benefits that you may be eligible to receive under the Severance Plan upon certain terminations.
Termination by the Company without Cause not in Connection with a Change in Control
| • | Cash Severance |
| • | Subject to the terms of the Severance Plan, you will be eligible to receive cash severance benefits that consist of: 18 months of continued base salary, your annual target bonus for the year of termination, and a discretionary prorated bonus for the year of termination. |
| • | Notwithstanding anything to the contrary in the Severance Plan regarding the treatment of your equity awards, in the case of your termination by the Company without Cause that does not occur on or within two years after a Change in Control (as such terms are defined in the Severance Plan), as of your termination date and with respect to your equity awards that are outstanding as of your termination date: |
| • | you will be deemed to have satisfied all continuous employment requirements with respect to your time-vesting RSUs, and such time-based vesting RSUs will remain outstanding and eligible to be settled and distributed according to their regularly scheduled vesting and settlement schedule set forth in the applicable RSU grant agreement; and |
| • | you will be deemed to have satisfied all continuous employment requirements through the applicable performance periods with respect to your performance-vesting PSUs, and such performance-based vesting PSUs will remain outstanding and eligible to vest if applicable performance metrics are satisfied as of the end of the applicable performance periods, as provided in the applicable PSU grant agreements. |
Termination by the Company without Cause or by You for Good Reason in Connection with a Change in Control
| • | Subject to the terms of the Severance Plan, you will be eligible to receive severance benefits that consist of: 24 months of continued base salary, 2 times your annual target bonus for the year of termination, and a discretionary prorated bonus for the year of termination. Your unvested equity awards granted on or after February 24, 2022 will be eligible to receive full accelerated vesting. |
In addition, the Severance Plan provides for outplacement benefits and subsidized health benefits, subject to certain limitations and conditions. For the avoidance of doubt, any severance benefits you may be eligible to receive (as modified above with respect to your equity awards) will be subject to the terms and conditions of the Severance Plan, including, but not limited to, any release requirement.
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RETIREMENT
Notwithstanding anything to the contrary in the Severance Plan, if your termination of employment qualifies as a Retirement (as defined below), then subject to your timely execution and non-revocation of a release of claims in a form provided by the Company, any unvested equity awards outstanding as of the termination date will be eligible to be treated as follows:
Time-Vesting RSUs
Subject to approval by the Board in its sole discretion, as of the termination date, you will be deemed to have satisfied all continuous employment requirements with respect to your RSUs, and such time-based vesting RSUs will remain outstanding and eligible to be settled and distributed according to their regularly scheduled vesting and settlement schedule set forth in the applicable RSU grant agreement.
Performance-Vesting PSUs
Subject to approval by the Board in its sole discretion, as of the termination date, you will be deemed to have satisfied all continuous employment requirements through the applicable performance periods, and such performance-based vesting PSUs will remain outstanding and eligible to vest if applicable performance metrics are satisfied as of the end of the applicable performance periods, as provided in the applicable PSU grant agreements.
Your termination of employment with the Company will be eligible to qualify as a “Retirement” if:
| 1) | you have delivered to the Company a notice of resignation indicating your intention to retire no later than 6 months before your intended termination date, |
| 2) | you will have been in the role of Chief Executive Officer for at least three years at time of your termination date, |
| 3) | you resign under circumstances when no Cause (as defined in the Severance Plan) exists, and |
| 4) | the Board, in its sole discretion, accepts your notice of termination and approves your termination as a Retirement, including any appropriate plans to ensure a smooth transition of your role, which may include, if requested by the Board, you entering into a transition agreement with the Company in order to carry out such transition. |
BENEFITS
You will continue to be eligible for general Company-provided employee benefits as defined by the applicable summary plan descriptions and Company policies. The Company reserves the right to modify or terminate any of its benefits, including the health and welfare plan, at any time at the Company’s sole discretion and without prior notice.
CONFIDENTIALITY
The protection of confidential information and trade secrets is essential for both the Company’s and our employees’ future security. To protect such information, employees may not disclose any trade secrets or confidential information (defined further in the Company’s policies). The Company’s Confidentiality Policy is an ongoing obligation, even after employment with the Company terminates, and you will be subject in all respects to the terms of such policy.
NON-SOLICIT & NON-COMPETE
You agree that, unless otherwise explicitly authorized by the Board in writing, during your employment and for a period of 18 months following the termination of your relationship with the Company for any or no reason, subject to applicable law, you will not directly or indirectly provide any services for any competing commercial real estate services firm, including, but not limited to, any person, entity, association or organization that provides or engages in leasing, sales, development, property management, facilities management, consulting, mortgage origination and servicing, valuation and
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appraisal services, real estate related structured finance and debt and investment management delivered to occupiers, owners, lenders and investors in real estate assets. In addition, unless otherwise explicitly authorized by the Board in writing, during your employment and for a period of 24 months following the termination of your relationship with the Company, subject to applicable law, you agree not to solicit or hire, or attempt to solicit or hire, any customer, supplier, vendor or employee of the Company to the extent that such hiring or solicitation may result in an adverse impact to the Company. For the avoidance of doubt, the terms set forth in this paragraph and the “Confidentiality” paragraph above supplement and are in addition to, and will not supersede, any other restrictive covenant obligation applicable to you.
Your signature on this offer letter indicates your acknowledgment and acceptance of the provisions set forth above, which provisions supersede any prior discussions between you and the Company (or any of its representatives) and will be subject, in all respects, to the Company’s employee benefit, compensation, clawback and other relevant policies and/or plans applicable to you, as the same may be in effect from time to time.
Congratulations on your new role! If you have any questions, please contact me.
Please execute one copy of this letter and return it to me by May 4, 2023.
Regards,
Brett White
Executive Chairman
Cushman & Wakefield
Acknowledged and Accepted:
| Signature: /s/ Michelle MacKay | Date: May 4, 2023 | |||
| Michelle MacKay |
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Exhibit 10.3
May 4, 2023
Andrew McDonald
Via email
Dear Andrew:
Congratulations on your appointment to the position of Global President & Chief Operating Officer (“COO”), Cushman & Wakefield plc (together with its subsidiaries, the “Company”), effective as of July 1, 2023.
This letter summarizes certain terms of your position. Please confirm your acceptance of this offer as soon as possible, as indicated below.
ANNUAL BASE COMPENSATION
Your annual base salary will be $900,000, paid on a bi-weekly basis, less appropriate withholdings and deductions, in accordance with the Company’s regular payroll practices. This position is an exempt position for purposes of the Fair Labor Standards Act.
ANNUAL CASH INCENTIVE COMPENSATION
During your employment as Global President & COO, you will be eligible to participate in our annual incentive plan (“AIP”). Your target annual bonus will be $1,700,000, which will be prorated for partial service in this role in a year and subject to a maximum payout of $3,400,000. Your AIP payout is dependent on Company and individual performance against certain goals and objectives and is subject to the discretion and approval by the Board of Directors of the Company and the terms and conditions of the AIP. You must be employed on the payout date to be eligible to receive the payment, as allowed by state or federal law.
ANNUAL EQUITY AWARD
During your employment as Global President & COO, you will also be eligible for an annual equity award with an initial target grant date value of $3,850,000. Equity awards are subject in all respects to approval from the Board and depend on the achievement of Company and individual performance against specified goals and objectives. Annual equity awards, if any, are generally awarded in February each year. It is anticipated that your annual equity awards will consist of 50% time-based restricted stock units (“RSUs”) vesting 1/3 per year over three years and 50% performance-based restricted stock units (“PSUs”) vesting at the end of a 3-year performance period, subject to change at the Board’s discretion. The value of this grant and the number of any RSUs or PSUs granted may vary year to year based on your performance, the Company’s performance, and at the discretion of the Board. The Company reserves the right to change the terms of these awards at any time, and any equity awards granted to you will be subject in all respects to the terms and conditions of the applicable equity incentive plan and award agreement pursuant to which the awards are granted, which terms will govern and prevail.
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ONE-TIME EQUITY AWARD
Upon your appointment to the position of Global President & COO, you will be eligible for a one-time equity award with a target grant date value of $525,000. 50% of the award will be in the form of RSUs and 50% will be in the form of PSUs. Unless otherwise determined by the Board, the terms and conditions of the grant are anticipated to be substantially similar to those that govern your annual long-term incentive award granted on February 23, 2023.
EMPLOYMENT AT-WILL
Your employment with the Company will remain at-will and may be terminated by either you or the Company at any time, with or without notice and for any or no reason.
TERMINATION
As Global President & COO, you will be eligible to participate in the Cushman & Wakefield Global, Inc. Amended & Restated Executive Employee Severance Pay Plan effective dated as of February 24, 2022 (“Severance Plan”), subject to the terms and conditions of the Severance Plan as it may be in effect from time to time and as such terms are modified herein with respect to your equity awards. Below is an overview of the severance benefits that you may be eligible to receive under the Severance Plan upon certain terminations.
Termination by the Company without Cause not in Connection with a Change in Control
| • | Cash Severance |
| • | Subject to the terms of the Severance Plan, you will be eligible to receive cash severance benefits that consist of: 12 months of continued base salary, your annual target bonus for the year of termination, and a discretionary prorated bonus for the year of termination. |
| • | Notwithstanding anything to the contrary in the Severance Plan regarding the treatment of your equity awards, in the case of your termination by the Company without Cause that does not occur on or within two years after a Change in Control (as such terms are defined in the Severance Plan), as of your termination date and with respect to your equity awards that are outstanding as of your termination date: |
| • | you will be deemed to have satisfied all continuous employment requirements with respect to your time-vesting RSUs, and such time-based vesting RSUs will remain outstanding and eligible to be settled and distributed according to their regularly scheduled vesting and settlement schedule set forth in the applicable RSU grant agreement; and |
| • | you will be deemed to have satisfied all continuous employment requirements through the applicable performance periods with respect to your performance-vesting PSUs, and such performance-based vesting PSUs will remain outstanding and eligible to vest if applicable performance metrics are satisfied as of the end of the applicable performance periods, as provided in the applicable PSU grant agreements. |
Termination by the Company without Cause or by You for Good Reason in Connection with a Change in Control
| • | Subject to the terms of the Severance Plan, you will be eligible to receive severance benefits that consist of: 24 months of continued base salary, 2 times your annual target bonus for the year of termination, and a discretionary prorated bonus for the year of termination. Your unvested equity awards granted on or after February 24, 2022 will be eligible to receive full accelerated vesting. |
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In addition, the Severance Plan provides for outplacement benefits and subsidized health benefits, subject to certain limitations and conditions. For the avoidance of doubt, any severance benefits you may be eligible to receive (as modified above with respect to your equity awards upon certain terminations) will be subject to the terms and conditions of the Severance Plan, including, but not limited to, any release requirement.
BENEFITS
You will continue to be eligible for general Company-provided employee benefits as defined by the applicable summary plan descriptions and Company policies. The Company reserves the right to modify or terminate any of its benefits, including the health and welfare plan, at any time at the Company’s sole discretion and without prior notice.
CONFIDENTIALITY
The protection of confidential information and trade secrets is essential for both the Company’s and our employees’ future security. To protect such information, employees may not disclose any trade secrets or confidential information (defined further in the Company’s policies). The Company’s Confidentiality Policy is an ongoing obligation, even after employment with the Company terminates, and you will be subject in all respects to the terms of such policy.
NON-SOLICIT & NON-COMPETE
You agree that, unless otherwise explicitly authorized by the Board in writing, during your employment and for a period of 12 months following the termination of your relationship with the Company for any or no reason, subject to applicable law, you will not directly or indirectly provide any services for any competing commercial real estate services firm, including, but not limited to, any person, entity, association or organization that provides or engages in leasing, sales, development, property management, facilities management, consulting, mortgage origination and servicing, valuation and appraisal services, real estate related structured finance and debt and investment management delivered to occupiers, owners, lenders and investors in real estate assets. In addition, unless otherwise explicitly authorized by the Board in writing, during your employment and for a period of 24 months following the termination of your relationship with the Company, subject to applicable law, you agree not to solicit or hire, or attempt to solicit or hire, any customer, supplier, vendor or employee of the Company to the extent that such hiring or solicitation may result in an adverse impact to the Company. For the avoidance of doubt, the terms set forth in this paragraph and the “Confidentiality” paragraph above supplement and are in addition to, and will not supersede, any other restrictive covenant obligation applicable to you.
Your signature on this offer letter indicates your acknowledgment and acceptance of the provisions set forth above, which provisions supersede any prior discussions between you and the Company (or any of its representatives) and will be subject, in all respects, to the Company’s employee benefit, compensation, clawback and other relevant policies and/or plans applicable to you, as the same may be in effect from time to time.
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Congratulations on your new role! If you have any questions, please contact me. Please execute one copy of this letter and return it to me by May 4, 2023.
Regards,
Brett White
Executive Chairman
Cushman & Wakefield
Acknowledged and Accepted:
| Signature: /s/ Andrew McDonald | Date: May 4, 2023 | |||
| Andrew McDonald |
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Exhibit 99.1
Michelle MacKay Named Next Cushman & Wakefield CEO; John Forrester to Retire From the Company
Andrew McDonald Appointed to Expanded Role of Global President and COO
Transition Culminates a Multi-Year Succession Planning Process
CHICAGO, May 4, 2023 – Cushman & Wakefield (NYSE: CWK) announced today that the Board of Directors has accepted John Forrester’s intent to retire from his position as Chief Executive Officer (CEO) and member of the Board of Directors, effective June 30, 2023, following 35 years of service to the company. As part of the Company’s long-standing succession plan, Cushman & Wakefield’s Board of Directors appointed Michelle MacKay, currently President and Chief Operating Officer (COO), to assume the role of CEO as of July 1, 2023. Mr. Forrester will remain employed as a strategic advisor until December 31, 2023. In addition, Ms. MacKay was elected to serve on the Board of Directors, effective July 1, 2023. Brett White will remain as Executive Chairman of the Board.
Andrew McDonald, currently President of Cushman & Wakefield, was appointed by the Board to an expanded role of Global President and Chief Operating Officer overseeing all the firm’s service lines and regions.
Mr. White, Cushman & Wakefield’s Executive Chairman of the Board, commented: “On behalf of Cushman & Wakefield’s Board of Directors, I thank John for his dedication and service to the firm and to the commercial real estate services industry over his long and distinguished career. John is a revered industry leader known for his integrity, work ethic and deep client knowledge. His tremendous efforts over the past several years have strengthened the firm’s foundation and culture and the Board is sincerely grateful for his contribution.”
“It has been an honor to lead Cushman & Wakefield as CEO through its post-Covid transitionary period, which underscored the firm’s industry leadership, our core values and strengths and culminated in record company revenue and EBITDA in 2022,” said Mr. Forrester. “I am proud of our great company and what our Cushman & Wakefield colleagues around the world have accomplished. I have great confidence in Michelle as a proven leader who will offer the firm exceptional vision, strategy and direction for achieving its performance and growth goals.”
Mr. White added: “The Board is pleased that Michelle MacKay will succeed John as CEO. Michelle has an impressive track record of creating substantial value for shareholders and clients through her deep expertise in commercial real estate and corporate strategy. In their new roles, the combination of Michelle and Andrew – who also has played a pivotal role in the firm’s profitability, growth and development of new strategic opportunities – creates a formidable leadership team that is uniquely qualified to steer evolution within the commercial real estate services industry. We are confident that their leadership will significantly advance the firm’s operational excellence and ability to deliver long-term growth.”
MEDIA CONTACT:
Michael Boonshoft
+1 212 841 7505
michael.boonshoft@cushwake.com
Ms. MacKay commented: “I’m looking forward to leading this great firm through its next chapter of strategic growth. Cushman & Wakefield’s unique entrepreneurial culture and employee expertise position us to not only successfully navigate the current challenges in commercial real estate services, but to also deliver long-term value, profitability and growth. I look forward to partnering with Andrew and collaborating with our teams around the world to amplify our positive impact for clients, shareholders and the cities and communities in which we operate.”
Ms. MacKay joined Cushman & Wakefield as a member of its Board of Directors in 2018. Based on the firm’s strategic goals and her related expertise, she was appointed to the position of COO in 2020 and promoted to President and COO on January 1, 2022, with direct operational and management oversight of many of the firm’s service lines and regions, including the EMEA region, Global Occupier Services and C&W Services.
A seasoned commercial real estate executive with more than 30 years of experience at a variety of public and privately held companies, Ms. MacKay has served on three public company boards, including Cushman & Wakefield’s from 2018 to 2020, and is renowned for unlocking value for real estate assets and companies. Previously, she served as Executive Vice President, Investments and Head of Capital Markets at iStar, Inc. a real estate investment trust (REIT) company (which has since merged with Safehold Inc.). She also has significant capital allocation and financial institution expertise, having served in leadership roles at UBS (previously Paine Webber), JPMorgan Chase and The Hartford Insurance Company’s investment arm HIMCO.
Mr. McDonald has been with Cushman & Wakefield for more than 20 years, most recently serving as President of Cushman & Wakefield since 2021, leading the firm’s largest business lines in the Americas and Asia Pacific regions. Prior to his role as President, Mr. McDonald held several senior leadership roles at Cushman & Wakefield after a 15-year career as a top brokerage professional, including Chief Executive for the Americas region, President of the Americas West Region and Regional Managing Principal of Southern California for Cushman & Wakefield.
MEDIA CONTACT:
Michael Boonshoft
+1 212 841 7505
michael.boonshoft@cushwake.com
About Cushman & Wakefield
Cushman & Wakefield (NYSE: CWK) is a leading global commercial real estate services firm that delivers exceptional value for real estate occupiers and owners. Cushman & Wakefield is among the largest real estate services firms with approximately 52,000 employees in over 400 offices and approximately 60 countries. In 2022, the firm had revenue of $10.1 billion across core services of property, facilities and project management, leasing, capital markets, and valuation and other services. To learn more, visit www.cushmanwakefield.com or follow @CushWake on Twitter.
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MEDIA CONTACT:
Michael Boonshoft
+1 212 841 7505
michael.boonshoft@cushwake.com