Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 20, 2023, the Board of Trustees (the “Board”) of Peakstone Realty Trust (the “Company”) promoted Ms. Nina Momtazee Sitzer, the Company’s Chief Legal and Administrative Officer, Executive Vice President – Operations, and Secretary, to Chief Operating Officer and Chief Legal Officer, effective June 23, 2023. Biographical information for Ms. Sitzer, age 55, can be found in the Company’s definitive proxy statement for the 2023 annual meeting of stockholders filed with the Securities and Exchange Commission on May 1, 2023 and is incorporated by reference herein.
On June 22, 2023, the Company and Mr. Scott Tausk, Executive Vice President of the Company, entered into a Separation and Consulting Agreement (the “Separation Agreement”), pursuant to which (i) Mr. Tausk’s employment with the Company will terminate effective as of June 30, 2023 (the “Separation Date”) and (ii) the Company will engage Mr. Tausk as a consultant.
In connection with the termination of Mr. Tausk’s employment, and in accordance with that certain Employment Agreement by and between Mr. Tausk and the Company, dated December 14, 2018 (the “Employment Agreement”) and the Separation Agreement, subject to the satisfaction of certain conditions contained in his Employment Agreement including his execution, delivery and non-revocation of a release of claims, Mr. Tausk will be eligible to receive the payments and benefits set forth in his Employment Agreement in the event of a termination by the Company without “Cause”, including: (i) a lump-sum cash payment equal to $218,750, which is equal to the pro-rated portion of Mr. Tausk’s 2023 annual cash bonus, assuming achievement of individual and Company performance goals at target levels; (ii) a lump-sum cash payment equal to $787,500, which is equal to the sum of (a) Mr. Tausk’s base salary plus (b) the average of the annual cash bonuses paid to Mr. Tausk for calendar years 2021 and 2022; (iii) a lump-sum cash payment equal to $13,291.41, which is equal to the sum of one year of the employer portion of the cost of coverage under the Company’s group medical plan for Mr. Tausk and his dependents at the level in effect on the Separation Date; and (iv) accelerated vesting of all Company equity-based awards held by Mr. Tausk and of his account under the Company’s Executive Deferred Compensation Plan.
In addition, the Separation Agreement provides that Mr. Tausk will perform certain consulting and transition services (the “Consulting Services”) to the Company during the period commencing on July 1, 2023 and ending on March 15, 2024 or such earlier date as the Consulting Services are terminated by the Company or Mr. Tausk in accordance with the Separation Agreement (the “Consulting Period”). In consideration for the Consulting Services and Mr. Tausk’s satisfaction of the conditions set forth in the Separation Agreement including the execution, delivery and non-revocation of a general release of claims, at the expiration of the Consulting Period, Mr. Tausk will be entitled to receive, a fully-vested stock unit award covering a number of shares of common stock of the Company equal to the quotient obtained by dividing (x) $500,000 by (y) the per share closing price of the Company’s common stock on the New York Stock Exchange on the last trading day immediately preceding the date of grant (the “RSU Award”). Mr. Tausk will not be eligible to receive the RSU Award if the Consulting Period is terminated prior to March 15, 2024, other than in the event of a termination by the Company without “Cause”.
The foregoing description of the Separation Agreement is qualified in its entirety by reference to the terms of the Separation Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by this reference.