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): February 17, 2015
ALTISOURCE ASSET MANAGEMENT CORPORATION
(Exact name of registrant as specified in its charter)
United States Virgin Islands | 001-36063 | 66-0783125 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
402 Strand Street
Frederiksted, United States Virgin Islands 00840-3531
(Address of principal executive offices including zip code)
(340) 692-1055
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(c) Appointment of Certain Officers
On February 17, 2015, Altisource Asset Management Corporation (the “Company”) appointed George G. Ellison, age 55, as Chief Executive Officer of the Company.
Prior to joining the Company, Mr. Ellison had been employed for 19 years at Bank of America and its predecessor, Nationsbank. Mr. Ellison held several roles over his career at Bank of America, most recently being the executive leading the team that managed the valuation and disposition of Bank of America’s legacy mortgage loan portfolio and a leading member of Bank of America’s Special Initiatives team that worked to resolve Bank of America’s representation and warranty litigation. Prior to his most recent roles, Mr. Ellison was Global Head of the Structured Products division within Bank of America’s Investment Banking platform. His responsibilities involved all Structured Products including RMBS, ABS, ABCP Conduit and CMBS securities, among others. Mr. Ellison holds a Bachelor of Science in Industrial Engineering the University of Pittsburgh and a Masters of Business Administration from the Wharton School of Business.
There are no family relationships among Mr. Ellison and any of the Company's directors and executive officers.
Effective upon Mr. Ellison’s appointment, Ashish Pandey, the Company’s Chief Executive Officer and Chairman, was appointed as Executive Chairman of the Company.
On February 19, 2015, the Company issued a press release announcing the appointment of Mr. Ellison, a copy of which is attached hereto as Exhibit 99.1.
(e) Compensatory Arrangements
Pursuant to his employment arrangement, Mr. Ellison will receive, among other things, (i) a base salary of $450,000, (ii) a target incentive bonus opportunity of $450,000, dependent on performance and (iii) standard relocation costs and benefits. On the first day of his employment with the Company, Mr. Ellison was awarded 44,132 shares of restricted common stock of the Company, subject to the vesting requirements provided below.
The 44,132 shares of restricted stock awarded to Mr. Ellison will vest in three tranches, subject to the achievement of the following performance hurdles:
One-third (33.33%) will vest in accordance with the vesting schedule set forth below if the market value of Company stock meets both of the following conditions: (i) the market value has realized a compounded annual gain of at least twenty percent (20%) over the market value on the date of the grant and (ii) the market value is at least $366.25 per share;
One-half (50%) will vest in accordance with the vesting schedule set forth below if the market value of Company stock meets both of the following conditions: (i) the market value has realized a compounded annual gain of at least twenty-two and a half percent (22.5%) over the market value on the date of the grant; and (ii) the market value is at least $549.38 per share; and
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One-sixth (16.66%) will vest in accordance with the vesting schedule set forth below if the market value of Company stock meets both of the following conditions: (i) the market value has realized a compounded annual gain of at least twenty-five percent (25%) over the market value on the date of the grant; and (ii) the market value is at least $732.50 per share.
After the performance hurdles for a tranche have been achieved, 25% of the restricted stock in that tranche will vest on each of the first four anniversaries of the date that the performance hurdles for that tranche were met.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Press release of Altisource Asset Management Corporation dated February 19, 2015. | |
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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 thereunto duly authorized.
Altisource Asset Management Corporation | ||
Date: February 19, 2015 | By: | /s/ Stephen H. Gray |
Stephen H. Gray General Counsel and Secretary | ||
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Altisource Asset Management Corporation Announces Appointment of George Ellison
as Chief Executive Officer; Ashish Pandey becomes Executive Chairman
FREDERIKSTED, U.S. Virgin Islands, February 19, 2015 (GLOBE NEWSWIRE) – Altisource Asset Management Corporation (“AAMC” or the “Company”) (NYSE MKT: AAMC) today announced the appointment of George G. Ellison as Chief Executive Officer of AAMC. Mr. Ellison succeeds AAMC’s current CEO, Ashish Pandey, who has served in that role since the Company’s spin-off in December 2012 and has been AAMC’s Chairman since January 16, 2015. Effective upon Mr. Ellison’s appointment, Mr. Pandey became AAMC’s Executive Chairman and will remain in his position as Chief Executive Officer of Altisource Residential Corporation.
Prior to joining the Company, Mr. Ellison had been employed for 19 years at Bank of America and its predecessor, Nationsbank. Mr. Ellison held several roles over his career at Bank of America, most recently being the executive leading the team that managed the valuation and disposition of Bank of America’s legacy mortgage loan portfolio and a leading member of Bank of America’s Special Initiatives team that worked to resolve Bank of America’s representation and warranty litigation. Prior to his most recent roles, Mr. Ellison was Global Head of the Structured Products division within Bank of America’s Investment Banking platform. His responsibilities involved all Structured Products including RMBS, ABS, ABCP Conduit and CMBS securities, among others.
Ashish Pandey commented, “We are pleased to welcome George to AAMC. He brings a wealth of industry experience as well as a tremendous leadership acumen to the role and we look forward to his focus on accelerating the growth of our company.”
“I am excited to join the management group of AAMC and look forward to continuing and enhancing the vision that the team commenced two years ago,” stated George Ellison.
About AAMC
AAMC is an asset management company that provides portfolio management and corporate governance services to investment vehicles. Additional information is available at www.altisourceamc.com.
Forward-looking statements
This press release contains forward-looking statements that involve a number of risks and uncertainties. Those forward-looking statements include all statements that are not historical fact, including statements about management’s beliefs and expectations. Forward-looking statements are based on management’s beliefs as well as assumptions made by and information currently available to management. Because such statements are based on expectations as to future economic performance and are not statements of historical fact, actual results may differ materially from those projected. AAMC undertakes no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise. The risks and uncertainties to which forward-looking statements are subject include, but are not limited to: AAMC’s ability to implement its business plan; AAMC’s ability to leverage strategic
relationships on an efficient and cost-effective basis; its ability to compete; general economic and market conditions; governmental regulations, taxes and policies; availability of adequate and timely sources of liquidity and financing; and other risks and uncertainties detailed in the “Forward-Looking Statements,” “Risk Factors” and other sections of AAMC’s Registration Statement on Form 10, its Annual Report on Form 10-K, its quarterly reports on Form 10-Q and its other filings with the Securities and Exchange Commission.
CONTACT: Robin N. Lowe
Chief Financial Officer
T: 1-345-815-9919
E: Robin.Lowe@AltisourceAMC.com
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