Business Context and Reporting Period
This Form 8-K filing by Allegion plc, dated February 14, 2022, reports significant executive leadership transitions effective March 1, 2022. The company is incorporated in Ireland and trades on the New York Stock Exchange under the symbol ALLE.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. This report focuses exclusively on personnel changes and associated compensatory arrangements.
Material Changes and Leadership Transitions
- CFO Transition: Patrick S. Shannon will retire as Chief Financial Officer effective March 1, 2022, with a transition period ending September 2, 2022. There are no material changes to his compensation.
- New CFO Appointment: Michael J. Wagnes, currently Vice President and General Manager, Commercial Americas, is appointed Senior Vice President and CFO effective March 1, 2022.
- CAO Transition: Douglas P. Ranck is retiring as Chief Accounting Officer. Nickolas A. Musial is appointed Vice President, Controller, and Chief Accounting Officer effective March 1, 2022.
- Regional Leadership: David S. Ilardi is appointed Senior Vice President – Allegion Americas, succeeding Luis Orbegoso who departed the company.
Compensation and Outlook
Management commentary is limited to the details of the new executive compensation packages approved by the Compensation and Human Capital Committee:
- Michael J. Wagnes (CFO):
- Base Salary: $500,000 annualized.
- Annual Cash Incentive: Target of 75% of base salary.
- Long-Term Incentive: Valued at $1 million (50% PSUs, 25% RSUs, 25% stock options).
- Benefits: Up to $12,000 for financial/tax planning and up to $2,000 for executive health.
- Nickolas A. Musial (CAO):
- Base Salary: $290,000 annualized.
- Annual Cash Incentive: Target of 50% of base salary.
- Long-Term Incentive: Valued at $180,000.
- Benefits: Up to $10,000 for financial/tax planning and up to $2,000 for executive health.
The filing states there are no undisclosed arrangements or transactions requiring disclosure under Item 404(a) of Regulation S-K for the new appointees.
Investor Verification Checklist
- Verify the exact effective date of the CFO and CAO transitions (March 1, 2022).
- Review the attached Exhibit 10.1 (M. Wagnes Offer Letter) for full contractual terms.
- Confirm the transition timeline for the retiring CFO, Patrick S. Shannon, through September 2, 2022.
- Check the 2021 proxy statement for details on the company's standard executive compensation program referenced in the filing.