Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amended and Restated CEO Employment Agreement and Performance Share Award
On August 5, 2022, the Compensation Committee of the Board of Directors (the
"Board") of Compass Minerals International, Inc. (the "Company") approved, and
the Company entered into, an amended and restated employment agreement with
Kevin S. Crutchfield (the "Amended Employment Agreement"). Mr. Crutchfield
currently serves as the Company's Chief Executive Officer and as a member of the
Board and, prior to entering the Amended Employment Agreement, was party to an
employment agreement between the Company and Mr. Crutchfield, dated as of April
19, 2019 (the "Prior Employment Agreement"). The Amended Employment Agreement
provides for Mr. Crutchfield's continued employment with the Company as the
Company's Chief Executive Officer and as a member of the Board, and supersedes
and replaces the Prior Employment Agreement in its entirety.
The term of employment under the Amended Employment Agreement is through May 31,
2025, but automatically extends for successive one-year periods unless either
party provides 60-days' advance written notice of non-renewal, or unless earlier
terminated. Under the terms of the Amended Employment Agreement, Mr. Crutchfield
will be entitled to an annual base salary of $1,124,000 per year, an annual
incentive compensation bonus with a target of at least 150% of his annual base
salary and annual long-term equity awards with a target value of at least 350%
of his annual base salary.
The Amended Employment Agreement also provides that Mr. Crutchfield will be
granted a performance stock unit award on August 5, 2022 (the "Grant Date")
under the Company's 2020 Incentive Award Plan, with an aggregate
dollar-denominated value targeted at $2,500,000 (the "Performance Award"). The
Performance Award is eligible to vest on May 31, 2025 based on the achievement
of annualized absolute total shareholder return ("TSR") performance over the
period beginning on the Grant Date and ending on May 31, 2025 (the "Performance
Period"). If TSR during the Performance Period is less than 10%, no portion of
the Performance Award will vest; if TSR during the Performance Period is at
least 10%, but less than 12%, the Performance Award will vest with respect to
50% of the shares covered by the Performance Award; if TSR during the
Performance Period is at least 12%, but less than 15%, the Performance Award
will vest with respect to 100% of the shares covered by the Performance Award;
if TSR during the Performance Period is at least 15%, but less than 20%, the
Performance Award will vest with respect to 200% of the shares covered by the
Performance Award; and if TSR during the Performance Period is equal to or
greater than 20%, the Performance Award will vest with respect to 300% of the
shares covered by the Performance Award (in each case with the percentage of
shares that vest in between performance levels interpolated on a straight-line
basis).
If the Company terminates Mr. Crutchfield's employment without Cause or does not
renew the Amended Employment Agreement or if Mr. Crutchfield terminates his
employment for Good Reason or with a Qualified Retirement (each as defined in
the Amended Employment Agreement), he will be entitled to a pro-rated annual
incentive compensation bonus through the date of termination at target level for
such year, an amount equal to the sum of 24 months' of his base salary and two
times his target bonus, payable in a single lump sum, and any unpaid annual
bonus with respect to a performance period ending on or preceding the his date
of termination, payable at the same time as annual bonuses for such performance
period are paid to similarly situated employees. In addition, he will receive
reimbursement for up to a maximum of 18 months of premium payments for COBRA
coverage, immediate vesting of all stock options and restricted stock units
granted through the date of termination, the right to continue to vest in a
pro-rata portion of the Performance Award based on actual performance results
for the Performance Award's performance period and assuming his service
continued through the one-year anniversary of his date of termination, and, in
the case of a Qualified Retirement only, the right to continue to vest in a
pro-rata portion of any outstanding performance stock units (other than the
Performance Award) based on actual performance results for the applicable
performance period (or such other more favorable treatment to which such
performance stock units may be entitled under the applicable equity award
agreement or the equity rules applicable to such performance stock units).
If Mr. Crutchfield's employment terminates as a result of his death or
disability, he (or his estate) will receive a pro-rated annual incentive
compensation bonus through the date of termination at the target level, any
unpaid annual bonus with respect to a performance period ending on or preceding
the his date of termination, payable at the same time as annual bonuses for such
performance period are paid to similarly situated employees, and continued
health benefits for 18 months, in the case of death, or the length of the period
he is receiving disability benefits under the Company's benefit policies, in the
case of disability.
To be eligible for the severance payments under either the Amended Employment
Agreement or Mr. Crutchfield's Change in Control Severance Agreement, Mr.
Crutchfield will be required to execute a release of claims against the Company
and be in compliance in all material respects with his Restrictive Covenant
Agreement and his Confidentiality Agreement.
Unless otherwise provided for in the Amended Employment Agreement, the treatment
of Mr. Crutchfield's equity awards will be determined by the Company's 2020
Incentive Award Plan, equity rules and the applicable award agreements.
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The foregoing descriptions of the Amended Employment Agreement and the
Performance Award are not intended to be complete and are qualified in their
entirety by reference to the full text of each such agreement, which are
included as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K,
respectively, and each of which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit Description
10.1 Amended and Restated Employment Agreement, dated August 5, 2022,
between Compass Minerals International, Inc. and Kevin S.
Crutchfield.
10.2 Performance Stock Unit Grant Notice (aTSR), dated August 5, 2022,
between Compass Minerals International, Inc. and Kevin S.
Crutchfield.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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