Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of William F. Brown and Leith W. Kaplan; Appointment of Madeline Flanagan and Alberino J. Celini
As previously referenced in the Current Report on Form 8-K filed by PHH Corporation (the Company) with the United States Securities and Exchange Commission on March 30, 2017, William F. Brown stepped down from his position as the Companys Senior Vice President, General Counsel and Secretary, and Leith W. Kaplan stepped down from his position as the Companys Senior Vice President, Chief Risk and Compliance Officer, each effective December 31, 2017. As further disclosed in the above-referenced Form 8-K, each of Mr. Brown and Mr. Kaplan entered into a separation letter that describes the benefits to which he will be entitled in connection with his departure, which include, subject to execution of a general release agreement, termination without cause benefits under the Companys Amended and Restated Tier I Severance Plan (in its current form, as described in the Form 8-K filed by the Company on May 25, 2016), and vesting of outstanding equity awards subject to all applicable performance and settlement provisions. Each of Messrs. Brown and Kaplan is also subject to a twelve (12) month restrictive covenant agreement, which contains non-compete and non-solicit provisions.
As previously announced, effective January 1, 2018, Madeline Flanagan, age 59, formerly Senior Vice President and General Counsel of the Companys wholly owned subsidiary PHH Mortgage Corporation (PHH Mortgage), was appointed Senior Vice President and General Counsel of the Company. Ms. Flanagan joined PHH Mortgage in 2002 and was appointed its Senior Vice President and General Counsel in 2012. Prior to joining PHH Mortgage, Ms. Flanagan held legal roles at CoreStates Financial Corporation (now part of Wells Fargo) and Philadelphia Savings Fund Society.
As previously announced, effective January 1, 2018, Alberino J. Celini, age 55, formerly the Companys Senior Vice President, Risk and Compliance since November 20, 2017, was appointed Senior Vice President, Chief Risk and Compliance Officer of the Company. Prior to joining the Company, Mr. Celini was a Risk Management Consultant with Newbold Advisors LLC and Common Securitizations LLC. He previously served as Executive Vice President and Chief Risk Officer of Sun National Bank, Vice President, Single Family Regulatory Affairs and Strategy at Freddie Mac, and spent nearly a decade at Ally Bank (formerly GMAC Bank) serving as its founding Chief Financial Officer, Chief Risk Officer and Director of Lending Development. Before joining Ally Bank, Mr. Celini spent 12 years at Citigroup as a Financial Controller and began his career at Arthur Andersen.
Ms. Flanagan and Mr. Celini are eligible to participate in the PHH Corporation 2014 Equity and Incentive Plan, pursuant to which Ms. Flanagan has been granted, and both Ms. Flanagan and Mr. Celini may in the future be granted, certain long-term incentive compensation awards, as well as the PHH Corporation Management Incentive Plan, pursuant to which Ms. Flanagan has been granted, and both Ms. Flanagan and Mr. Celini may in the future be granted, certain annual cash incentive awards. Ms. Flanagan and Mr. Celini are also eligible to participate in the Companys benefits plans as in effect from time to time and to receive perquisites similar to those provided to the Companys other senior officers as approved by the Human Capital and Compensation Committee from time to time.