Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers
On February 27, 2020, Meredith Corporation (Meredith or the Company) announced
that Jason Frierott is joining the Company as Vice President/Chief Financial
Officer, effective March 9, 2020. A copy of the press release announcing Mr.
Frierott's appointment is attached as Exhibit 99.
Mr. Frierott, 46, joins Meredith after 21 years at General Electric Company
(GE), including more than 10 years as a Chief Financial Officer for several of
GE's large business units. This included stints as a senior financial executive
at GE Transportation, GE Power & Water, and GE Energy. He also spent eight years
in an executive role on GE's Corporate Audit staff.
In connection with Mr. Frierott's appointment, Meredith entered into an
employment agreement with Mr. Frierott, effective as of March 9, 2020. The
employment agreement provides for the following: 1) an annual base salary of
$675,000 through July 31, 2021, with any increases thereafter to be determined
by the Compensation Committee of the Meredith Board of Directors; 2)
participation in the Meredith Management Incentive Plan (or any successor or
replacement annual incentive plan of Meredith) with a target bonus of
seventy-five percent (75%) of base salary (any payment for fiscal year 2020 will
be pro-rated based on the effective date of this agreement); 3) participation in
an annual three-year Cash Long-Term Incentive Program starting in fiscal year
2021 with the opportunity to earn a cash payment of $400,000, conditioned upon
the achievement of certain specified financial objectives; 4) participation in
the Meredith Stock Incentive Plan with a one-time grant of restricted stock
units with a three-year cliff vesting, valued at $500,000 to be awarded within
thirty (30) days of the effective date; 5) annual grants beginning in August
2020 of non-qualified stock options and restricted stock units with a three-year
cliff vesting and an estimated combined value of $600,000; 6) executive
perquisites, including an automobile allowance and country club dues; and 7)
participation in employee benefit plans generally available to employees and
officers of the Company.
Mr. Frierott will receive a relocation payment of $850,000, with half of the
relocation payment to be paid within 30 days of the effective date and the
remaining half paid within 30 days of closing on a home in the greater Des
Moines area. Mr. Frierott will also be reimbursed for certain relocation
expenses, including closing costs, real estate commissions, and temporary
housing.
The employment agreement is filed herewith as Exhibit 10 and this disclosure is
qualified in its entirety by reference to the employment agreement.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10 Employment agreement between Meredith Corporation and Jason
Frierott.
99 News release issued by Meredith Corporation dated February 27,
2020, concerning the announcement that Jason Frierott is joining
the Company as Vice President/Chief Financial Officer.
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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