Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 20, 2020, CHS Inc. (the "Company") announced Olivia Nelligan's
appointment as Executive Vice President and Chief Financial Officer of the
Company, effective January 29, 2020. In this role, Ms. Nelligan will serve as
the Company's principal financial officer for Securities and Exchange Commission
("SEC") reporting purposes. Upon Ms. Nelligan's appointment as Executive Vice
President and Chief Financial Officer, Angela Olsonawski will cease to be the
Company's Interim Chief Financial Officer and principal financial officer for
SEC reporting purposes. Ms. Olsonawski will continue in her role as Senior Vice
President and Corporate Treasurer of the Company.
Ms. Nelligan, age 44 brings more than 20 years of experience as a global finance
leader and business partner with expertise leading transformation across teams
and delivering sustainable profitable growth. From June 2019 until her
appointment as the Company's Executive Vice President and Chief Financial
Officer, Ms. Nelligan engaged in consulting services and served as chief
executive officer of Inish Enterprises, a strategic advisory firm that she
founded. From October 2017 to March 2019, Ms. Nelligan served as chief executive
officer of Nasco, LLC ("Nasco"), a private equity owned company in Fort
Atkinson, Wisconsin, that develops and distributes specialty products for
education, healthcare, laboratory testing and agriculture. After serving as
chief executive officer, Ms. Nelligan served as non-executive chairperson of
Nasco from April 2019 to June 2019. Prior to serving as chief executive officer,
Ms. Nelligan served as Nasco's chief financial officer, from February 2017 to
October 2017.
Prior to joining Nasco, Ms. Nelligan spent 14 years at Kerry Group ("Kerry"), a
world leader in technology-based ingredients, flavors and solutions for food,
beverage and pharmaceutical markets with offices in Tralee, Ireland and Beloit,
Wisconsin. At Kerry, she held finance, strategy, and business leadership
positions of increasing responsibility, including serving as global chief
financial and strategic planning officer for the Taste & Nutrition division from
October 2013 until she left her employment with Kerry in April 2016. In that
role, she led the global finance organization, including financial planning,
reporting, treasury, and tax. She was also an executive sponsor for the
company's global SAP migration and implementation oversight committee.
Ms. Nelligan has a bachelor's degree in civil law and a higher diploma in
business & financial information systems from University College Cork, Ireland,
and an MBA from the Wisconsin School of Business at the University of Wisconsin
- Madison and is also a chartered accountant.
Ms. Nelligan's compensation is set forth in a Letter Agreement, dated January 7,
2020 (the "Letter Agreement"), between the Company and Ms. Nelligan. The Letter
Agreement provides that Ms. Nelligan will have an initial annual base salary of
$570,000 and receive a hiring bonus of $200,000 (which bonus amount is the
amount that will be paid to Ms. Nelligan, after applicable tax withholdings),
$100,000 of which will be paid as a lump sum within 30 days of January 29, 2020
(the "First Hiring Bonus Payment") and $100,000 of which will be paid as a lump
sum within 30 days following one year of employment with the Company (the
"Second Hiring Bonus Payment"). In the event Ms. Nelligan voluntarily
terminates, resigns or otherwise ends her relationship with the Company without
good reason within one year of her start date, the Letter Agreement provides
that she will reimburse the Company at the rate of 1/12th of the First Hiring
Bonus Payment for each uncompleted month in such first year of employment.
Similarly, in the event Ms. Nelligan voluntarily terminates, resigns or
otherwise ends her relationship with the Company without good reason during the
second year of her employment with the Company, the Letter Agreement provides
that she will reimburse the Company at the rate of 1/12th of the total amount of
the Second Hiring Bonus Payment for each uncompleted month in such second year
of employment.
Ms. Nelligan will be eligible to participate in the Company's Annual Variable
Pay Plan, Long-Term Incentive Plan, Deferred Compensation Plan and Supplemental
Executive Retirement Plan, each of which is described in the Company's Annual
Report on Form 10-K for the year ended August 31, 2019. The Letter Agreement
provides that Ms. Nelligan's target award for purposes of the Annual Variable
Pay Plan will be equal to 115% of her annual base salary on August 31 of each
year, and that the Company will give Ms. Nelligan a full year of credit for the
fiscal 2020 Annual Variable Pay Plan, rather than prorate her award for the time
that she is employed by the Company during the year ending August 31, 2020. Ms.
Nelligan's target award for purposes of the Long-Term Incentive Plan will be
115% of her base salary.
In the event of Ms. Nelligan's involuntary termination without good cause or
voluntary termination with good reason, the Letter Agreement provides that she
will be entitled to one year of her then base salary and a prorated Annual
Variable Pay Plan payment based on the time worked in the applicable fiscal
year, in each case, conditioned on the execution of a general release agreement.
Ms. Nelligan will be subject to one-year non-competition and non-solicitation
covenants following her termination of employment.
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The foregoing description of the Letter Agreement does not purport to be
complete and is qualified in its entirety by reference to the Letter Agreement,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Ms. Nelligan does not have any familial relationships, and there are no related
party transactions in which Ms. Nelligan has an interest, requiring disclosure
under Item 401(d) or Item 404(a), respectively, of Regulation S-K promulgated by
the SEC.
Item 8.01. Other Events.
On January 20, 2020, the Company issued a press release announcing Ms.
Nelligan's appointment as Executive Vice President and Chief Financial Officer
of the Company, effective January 29, 2020. A copy of the press release is filed
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
10.1 Letter Agreement, dated January 7, 2020, between CHS Inc. and
Olivia Nelligan
99.1 Press Release dated January 20, 2020
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