CEO Victor Richey to retire Dec 31; becomes Executive Chairman through 2023

ESCO TECHNOLOGIES INC

Richey base salary cut to $650K from Jan 1; gets one-time RSU of $1.5M in lieu of 2023 LTI award.
Incoming CEO Bryan Sayler receives PSU target of $715K; CFO Tucker $285K; GC Schatz $147.75K.
Bylaws amended effective Jan 1, 2023: allows separation of CEO/President from Board Chair; adopts universal proxy rules.
10b5-1 repurchase plan extended one year via J.P. Morgan under existing buyback authority.

item 5.02 item 5.03 item 8.01 item 9.01

Executive movements

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Appointed

Bryan H. Sayler

Chief Executive Officer & President

ESE · ESCO TECHNOLOGIES INC

Effective: 2023-01-01
Filed: November 22, 2022, 6:59 PM ET

Bryan H. Sayler Incoming (1/1/23) Chief Executive Officer & President

Role change

Victor L. Richey

Executive Chairman

ESE · ESCO TECHNOLOGIES INC

Effective: 2023-01-01
Successor: Bryan H. Sayler
Filed: November 22, 2022, 6:59 PM ET

Under the amended agreement, which is expected to be executed before the end of December, Mr. Richey will continue his employment with the title of Executive Chairman for a term ending not later than December 31, 2023.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Bryan H. Sayler was appointed as Chief Executive Officer & President at ESCO TECHNOLOGIES INC.

Action: Incoming
Role: Chief Executive Officer & President

Exact text from the filing

Bryan H. Sayler Incoming (1/1/23) Chief Executive Officer & President

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Executive change SEC 8-K Item 5.02 confidence 0.95

Victor L. Richey was appointed as Executive Chairman at ESCO TECHNOLOGIES INC.

Action: appointed
Role: Executive Chairman

Exact text from the filing

Under the amended agreement, which is expected to be executed before the end of December, Mr. Richey will continue his employment with the title of Executive Chairman for a term ending not later than December 31, 2023.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ESCO TECHNOLOGIES INC: Amendments to Bylaws including separation of President/CEO and Board Chair positions, changes for Universal Proxy Rules, shareholder meeting conduct, and terminology updates (effective 2023-01-01).

Change: bylaw amendment
Effective: 2023-01-01

Exact text from the filing

On November 16, 2022 the Company’s Board of Directors approved amendments to the Company’s Bylaws to become effective January 1, 2023.

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ESCO TECHNOLOGIES INC filing history →

Source: SEC EDGAR

accession 0001104659-22-121229

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