4/A: Altus Power Executive Lars Norell Amends Form 4 to Reflect Changes in Stock Price Performance Hurdles for Restricted Stock Units
SEC Form 4/A
Lars Norell, Co-Founder, Co-CEO, and Co-President of Altus Power, Inc., filed an amended Form 4 to reflect changes in the stock price performance hurdles associated with restricted stock units (RSUs) granted in 2022.
Summary
- Lars Norell, a director, 10% owner, Co-Founder, Co-CEO, and Co-President of Altus Power, Inc., filed an amended Form 4 with the SEC.
- The amendment, filed on April 5, 2024, relates to a previous Form 4 filed on February 17, 2022, and amended on April 19, 2023.
- The purpose of the amendment is to reflect changes in the stock price performance hurdles for 3,245,212 restricted stock units (RSUs) granted on February 15, 2022, under the company's 2021 Omnibus Incentive Plan.
- The compensation committee of the Issuer approved the amendment of the stock price performance hurdles on March 28, 2024.
- The RSUs vest over three tranches: approximately 33.3% on the third anniversary, approximately 33.3% on the fourth anniversary, and approximately 33.4% on the fifth anniversary of the grant date.
- Vesting of 2,596,170 of the RSUs is further conditioned upon achieving a 25% annual compound annual growth rate in the stock price, measured from an initial value of $10.00 per share.
- The stock price performance hurdles are $14, $18, and $22 on the third, fourth, and fifth anniversaries of the grant date, respectively.
- Norell also indirectly owns 21,774,907 shares through Start Capital LLC, 2,854,545 shares through Start Capital Trust, and 1,427,272 shares each through Viola Profectus Trust, Excelsior Profectus Trust, and Latifolia Profectus Trust.
Sentiment
Score: 6
Explanation: The document itself is neutral, as it simply reports changes to executive compensation terms. The sentiment is slightly positive as it indicates an ongoing effort to align executive incentives with company performance.
Positives
- The adjustment of stock price performance hurdles may better align executive compensation with company performance and shareholder value.
Risks
- Failure to meet the stock price performance hurdles could impact the vesting of a significant portion of the RSUs.
Future Outlook
The vesting of a significant portion of the RSUs is contingent upon Altus Power's stock price performance over the next several years.
Industry Context
This filing is a routine part of executive compensation disclosures and reflects the company's efforts to incentivize management through equity-based awards.
Comparison to Industry Standards
- Stock price performance hurdles are a common feature in RSU grants, particularly for growth-oriented companies like Altus Power.
- The specific hurdle rates (25% CAGR) and vesting schedules are tailored to the company's growth expectations and industry benchmarks.
- Comparing Altus Power's executive compensation structure with peers in the renewable energy sector would provide further context.
Stakeholder Impact
- Shareholders may view the adjusted stock price performance hurdles as a positive step towards aligning management's interests with their own.
- Employees may be affected by the stock price performance, as it affects the vesting of RSUs.
Key Dates
| Date | Description |
|---|---|
| 02/15/2022 | Date of original RSU grant to Lars Norell. |
| 02/17/2022 | Date of original Form 4 filing. |
| 04/19/2023 | Date of previous Form 4 amendment. |
| 03/28/2024 | Date the compensation committee approved the amendment of the stock price performance hurdles. |
| 04/05/2024 | Date of the current Form 4/A filing. |
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