BrightSphere Investment Group plc (BSIG) announced today that, as previously disclosed in its form 8-K filed on December 18, 2018, the Company made a grant of options to Guang Yang, the newly-appointed Chief Executive Officer of BrightSphere, to purchase 6,900,000 ordinary shares of the Company with a strike price equal to $12.00 per ordinary share, which represented a premium of approximately 12% to the closing price of the Company’s shares immediately prior to the date of grant on December 30, 2018. The grant of options was offered as a material inducement to Dr. Yang’s hiring as Chief Executive Officer of BrightSphere and the Company believes that these out-of-the-money options create a strong alignment of interests between the CEO and the Company’s shareholders.
The options were granted outside of BrightSphere’s 2017 Equity Incentive Plan but will generally have terms and conditions consistent with those set forth in that plan. The options were approved by the Compensation Committee of the Board of Directors of BrightSphere in reliance on the employment inducement exemption under the NYSE’s Listed Company Manual Rule 303A.08 which requires public announcement of inducement awards. The Company is issuing this press release pursuant to Rule 303A.08.
The options have a term of five years and vest in five equal annual installments over a four-year period with the first tranche vesting on the grant date, subject to Dr. Yang’s continued employment with BrightSphere. Additionally, one tranche of options, equal to 20% of the initial inducement grant, will be accelerated in the event of certain qualifying terminations of Dr. Yang’s employment following a change of control of the Company. Dr. Yang will not participate in the Company’s short-term incentive compensation program and the Company does not expect to issue additional equity incentive awards to Dr. Yang over the five-year term of the options.
BrightSphere is a global, multi-boutique asset management company with approximately $238 billion of assets under management as of September 30, 2018. Its diverse Affiliates offer leading, alpha generating investment strategies to investors around the world. BrightSphere’s partnership approach, which includes equity ownership at the Affiliate level and a profit sharing relationship between BrightSphere and its Affiliates, aligns the interests of the Company and its Affiliates to work collaboratively in accelerating their growth. BrightSphere’s business model combines the investment talent, entrepreneurialism, focus and creativity of leading asset management boutiques with the resources and capabilities of a larger firm. For more information, please visit the Company’s website at www.bsig.com.