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04-19-2012 8-K filing -
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 19, 2012, Pinnacle Airlines Corp. (the “Company”) announced that Sean E. Menke was resigning from his positions as President, Chief Executive Officer and Director of the Company, effective June 1, 2012.
The Company also announced that John Spanjers was appointed to be the Company’s President and Chief Executive Officer, effective June 1, 2012. Mr. Spanjers, age 57, has served as the Chief Operating Officer of the Company since October 1, 2011. Prior to that, Mr. Spanjers served as President of Mesaba Aviation, Inc. (“Mesaba”), a wholly owned subsidiary of the Company, since 2002. Mr. Spanjers joined Mesaba in 1999 as Vice President of Flight Operations. Before joining Mesaba, Mr. Spanjers was the Director of Performance Engineering for Northwest Airlines, and held various other positions
within the System Operations Control organization at Northwest since June 1998. Prior to that, Mr. Spanjers held various operational positions within the regional and charter airline industry. Mr. Spanjers received a Bachelor of Science degree from the University of Minnesota.
On April 19, 2012, the Company entered into a Management Compensation Agreement (the “Agreement”) with Mr. Spanjers, which replaces Mr. Spanjers’ previous agreement with the Company.
The term of the Agreement begins on June 1, 2012, and ends on the date Mr. Spanjers’ employment terminates. The Agreement establishes the initial annual base salary of Mr. Spanjers at $525,000, subject to review on an annual basis. Mr. Spanjers is eligible to participate in the Company’s Annual Bonus Program, and will participate in the Company’s Long-Term Incentive Program. The Agreement provides that Mr. Spanjers is eligible to participate in the same benefit programs that the Company provides to its other employees or executive employees...
Attatchment "A"
Base Salary: $525,000, subject to review on an annual basis
Annual Bonus: Executive will be eligible to participate in Company’s Annual Bonus Program, with an annual target of 70% of Base Salary maximum of 120% of Base Salary, with the actual amount determined by the Board of Directors based on Executive's performance relative to pre-established corporate and individual objectives. Payment will be no later than April 30 of each year.
Long-Term Incentive: Executive will continue to participate in Company’s Long-Term Incentive Program under which Executive will receive a restricted stock award and a cash award.
Restricted Stock Award. Each year Executive will receive under the LTIP a restricted stock award under Company’s 2003 Incentive Plan, as amended May 15, 2008 (or any successor plan), of shares valued at no less than 100% of Base Salary and the will vest ratably over three years without regard to performance of Company; provided, however, that the Board of Directors cause the LTIP to be amended to permit awards of equity to Executive based upon performance, so long as LTIP equity awards executive officers of Company are also subject to performance objectives. The issuance and resale of shares under such plan registered with the Securities and Exchange Commission pursuant to a Registration Statement on form S-8.
Cash Award. The cash award will be at a targeted amount of 100% of Base Salary (“Target”) and a maximum of 125% Salary, with the actual amount determined by the Board of Directors based on corporate performance relative to pre-established
annual objectives. The objectives for Executive will be the same as for other program participants. The cash portion will be within 10 business days after the third anniversary of the award date.
401(k): You will be eligible to participate in the Pinnacle Corp 401(k) Plan to the same extent as other Company
executives.
Employment Benefits: Executive will be eligible to participate in Company’s health benefit plans on the same basis made available to other executives of Company.
Executive Physical: Annual visit to the Mayo Clinic for a medical checkup.
Vacation: 3 weeks per year.
Travel Benefits: Positive space, first class (where available) travel benefits for Executive, Executive's spouse, and Executive's children on all Pinnacle Airlines and Delta Air Lines (mainline and Delta Connection) flights (if permited by any non-Pinnacle flag airline involved).
Other Benefits: Annual Delta SkyClub membership. Complimentary parking at Memphis airport.
Incoming Relocation: The Company will reimburse Executive for receipted living expenses in Memphis, Tennessee through December 31, 2012 exceed $2,000 per month. After December 31, 2012, Executive shall be reimbursed for customary and reasonable relocation expenses associated with moving his residence from the Minneapolis area to Memphis as per the terms of the Company’s standard relocation policy