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EXH > SEC Filings for EXH > Form 8-K on 26-Feb-2014All Recent SEC Filings

Show all filings for EXTERRAN HOLDINGS INC.

Form 8-K for EXTERRAN HOLDINGS INC.


26-Feb-2014

Change in Directors or Principal Officers


Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Adoption of Incentive Program for 2014

On February 20, 2014, the compensation committee of our board of directors (the "Committee") adopted a short-term incentive program (the "2014 Incentive Program") to provide the short-term cash incentive compensation element of our total direct compensation program for this year. The Committee set the cash incentive target under the 2014 Incentive Program for each of the following individuals, our named executive officers (the "Named Executive Officers"), as a specified percentage of his base salary:

                                                                        2014 Cash
                                                                    Incentive Target
Executive Officer                        Title                      (% of base salary)
D. Bradley Childers    President and Chief Executive Officer                       110
William M. Austin      Executive Vice President and Chief                            - (1)
                       Financial Officer
Ronaldo Reimer         Senior Vice President                                        70
Daniel K. Schlanger    Senior Vice President                                        70



(1) Mr. Austin plans to retire as our Executive Vice President and Chief Financial Officer, effective April 4, 2014; thus, he will not participate in the 2014 Incentive Program.

Each Named Executive Officer's potential cash incentive payout ranges from 0% to 200% of his target, as may be adjusted by the Committee in its discretion.

Actual payouts under the 2014 Incentive Program will be based on the Committee's assessment of our performance for 2014 relative to one or more of the following performance indicators, as well as such other factors or criteria that the Committee in its discretion deems appropriate:

          Financial and operational performance, including EBITDA, as adjusted;



          Safety, to be assessed by specific corporate, regional and group
metrics, including the incident rate for recordable injuries;

Service quality, to be assessed by various regional and group metrics for measuring and enhancing customer service, including equipment service availability; and

People, to be assessed by successful implementation of various regional and group initiatives intended to optimize and enhance our company culture.

The Committee intends to award performance-based short-term incentive compensation under the 2014 Incentive Program based on its assessment of:
(1) for all Named Executive Officers, overall company financial and operating performance, including EBITDA, as adjusted, (2) for Messrs. Reimer and Schlanger, each officer's operating unit performance relative to the performance indicators, (3) each Named Executive Officer's individual contribution toward our company and/or operating unit performance, including his demonstrated leadership and implementation of our business strategy, (4) the recommendations of our Chief Executive Officer (other than with respect to himself), and (5) any other factors or criteria that the Committee may choose to consider, in its discretion. No specific weight will be given to any of these factors. The Committee has reserved the right to modify the list of performance indicators, as well as target levels of one or more of these indicators, in its discretion based on internal and external developments during the course of 2014.

We anticipate that awards earned under the 2014 Incentive Program for the year ending December 31, 2014 will be determined and paid in the first quarter of 2015.

Adjustments to Base Salaries for 2014

On February 20, 2014, the Committee set the 2014 annual base salaries of our Named Executive Officers as follows:


                                                                      2014 Base Salary
Executive Officer                         Title                             ($)
D. Bradley Childers    President and Chief Executive Officer                   800,000
William M. Austin      Executive Vice President and Chief Financial            300,000
                       Officer
Ronaldo Reimer         Senior Vice President                                   346,500
Daniel K. Schlanger    Senior Vice President                                   420,000

We anticipate that adjustments to base salaries will be effective in late March 2014.

Approval of Accelerated Vesting of Equity Awards for Mr. Austin

As previously disclosed, Mr. Austin plans to retire as our Executive Vice President and Chief Financial Officer, effective April 4, 2014. In recognition of Mr. Austin's service to us, on February 20, 2014, the Committee approved the vesting in full, as of his retirement date, of all of Mr. Austin's outstanding and unvested stock options and restricted stock that, absent such retirement, would otherwise vest on December 12, 2014.


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