UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 7, 2021 (May 5, 2021)
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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.
As previously disclosed on February 26, 2021, Altisource S.à r.l. (“Altisource”), a subsidiary of Altisource Portfolio Solutions S.A. (together with its subsidiaries, the “Company”), notified Marcello Mastioni on February 24, 2021 of the elimination of the Chief Operating Officer position and, as a consequence, the termination of his employment, effective May 31, 2021 (the “Separation Date”). In connection with the separation, Altisource entered into a Settlement Agreement and Full Release (the “Settlement Agreement”) and a Post-Separation Covenant Agreement (the “Covenant Agreement”, and collectively with the Settlement Agreement the “Agreements”) with Mr. Mastioni on May 5, 2021.
Pursuant to the Settlement Agreement, Mr. Mastioni will receive, subject to the completion of a successful transition and other customary conditions: (i) a cash payment of €504,300, as severance, in accordance with the terms of his existing employment agreement, (ii) his 2020 annual incentive compensation consisting of 9,918 restricted stock units (“RSUs”) that will vest on June 30, 2021; (iii) the sum of €3,000 to cover certain relocation costs incurred by Mr. Mastioni at the time of joining the Company; and (iv) certain tax related services (collectively, the “Payments”). The Settlement Agreement further provides that: (a) Mr. Mastioni will be entitled to vesting of certain unvested RSUs (related to 26,377 shares) on June 30, 2021; (b) Mr. Mastioni will forfeit 34,638 performance-based RSU awards, unless performance hurdles are achieved within ninety (90) days of the Separation Date, in which case the RSUs linked to that hurdle will vest; and (c) 7,649 RSUs will vest according to the 2019 LTIP performance metrics as determined by the Compensation Committee of the Board of Directors of the Company in its discretion and consistent with the terms of the award grant except that Mr. Mastioni is not required to remain employed to be eligible for the RSUs to vest. The Settlement Agreement also contains twenty-four (24) month client and employee non-solicitation covenants, an acknowledgement of the non-compete covenants set forth in Mr. Mastioni’s employment agreement, as well as provisions concerning confidentiality, reasonable post-separation assistance to the Company and other customary terms and conditions, including a requirement that the parties execute a mutually agreed upon release.
Pursuant to the Covenant Agreement, violation of any provision of the Settlement Agreement by Mr. Mastioni will entitle Altisource, in addition to and not in limitation of any and all other remedies available to Altisource at law or in equity, to recover the Payments provided pursuant to the Settlement Agreement. The Covenant Agreement further provides that, all payments and benefits made to Mr. Mastioni pursuant to the Settlement Agreement shall be subject to claw-back by the Company to the extent required by applicable law or pursuant to any Company claw-back policy.
Unless otherwise stated, capitalized terms used above without definition have the meanings set forth in the Agreements.
The description of the Agreements contained herein is qualified in its entirety by reference to the full text of the Agreements, copies of which will be filed with the Securities and Exchange Commission as an exhibit to the Company’s first quarter 2021 Form 10-Q.
SIGNATURE
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 7, 2021
| Altisource Portfolio Solutions S.A. | |||||||||||
| By: | /s/ William B. Shepro | ||||||||||
| Name: | William B. Shepro | ||||||||||
| Title: | Chairman and Chief executive Officer | ||||||||||