Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 16, 2022, Edgewell Personal Care Company ("Edgewell" or the
"Company") announced the appointment of Robert Schmidt as Chief Accounting
Officer of the Company effective January 16, 2023.
Mr. Schmidt, age 45, currently serves as Chief Accounting Officer of ADC
Therapeutics SA, a publicly traded commercial-stage biotechnology company. Prior
to his current role, Mr. Schmidt served as Chief Accounting Officer at Newell
Brands, Inc. from March 2019 to August 2020 and as Assistant Corporate
Controller at Celgene Corporation from December 2016 to March 2019. Previously,
he held roles of increasing responsibility in the finance organization at Tyco
International including Vice President and Controller, Assistant Controller, and
Senior Director of External Reporting. Mr. Schmidt spent the early part of his
career in public accounting with PricewaterhouseCoopers. He is also a Certified
Public Accountant.
Mr. Schmidt will receive an initial annual base salary of $380,000 and his
target bonus opportunity for fiscal 2023 will be 40% of base salary. Mr. Schmidt
will receive a one-time sign-on cash bonus of $120,000. In addition, Mr. Schmidt
will receive a one-time sign-on equity award, subject to approval by the
Company's Board of Directors, consisting of $100,000 in Restricted Stock
Equivalents, which will vest in equal portions over two years from the date of
grant. Mr. Schmidt will also be eligible for annual equity grants under the
Edgewell Personal Care Company Amended and Restated 2018 Stock Incentive Plan at
a level commensurate with his title. The terms of the awards are expected to be
consistent with the annual award program for other senior executives.
Mr. Schmidt will be eligible to participate in Edgewell's benefit plans
available to executives, in accordance with the Company's customary terms and
policies and consistent with other executives, including health insurance,
dental insurance, disability insurance, life insurance, and a defined
contribution (401(k)) plan, all subject to such contributions by Mr. Schmidt.
Mr. Schmidt will also be eligible to participate in Edgewell's executive
severance plan, pursuant to which he would receive, upon a qualifying
termination of employment by Edgewell without Cause or voluntary termination of
employment by his for Good Reason, a lump sum payment equal to: (1) 1 times his
annual base salary plus a severance bonus equal to the short-term incentive plan
bonus for the most recently completed fiscal year and (ii) 1 times the monthly
premium cost for group health plan benefits for Mr. Schmidt and his dependents,
as applicable, multiplied by 18. Such benefits are subject to reduction under
certain circumstances, including to the extent necessary to avoid certain
federal excise taxes. In addition, no benefits will be paid to the extent
duplicative of benefits under a change of control or similar agreement with the
Company. The payment of benefits under the plan is conditioned upon, among other
things, Mr. Schmidt executing a general release in favor of the Company, which
shall include confidentiality, non-solicitation, non-disparagement, and
non-competition obligations in favor of the Company.
In addition, Mr. Schmidt will be eligible to participate in the Company's change
in control plan (the "CIC Plan") which standardizes the severance paid to
current and future specified members of the Company's senior management in the
event of a termination of their employment from the Company without Cause or for
Good Reason (as such terms are defined in the CIC Plan) within the period
beginning immediately upon a Change in Control (as such terms are defined in the
CIC Plan) and continuing until the lapse of 24 months immediately following a
Change in Control of the Company (the "Change in Control Period").
Descriptions of the foregoing compensation and benefit plans are set forth in
the Company's Definitive Proxy Statement on Schedule 14A dated December 20, 2021
for the Company's 2022 annual meeting of shareholders.
There is no arrangement or understanding between Mr. Schmidt and any other
person pursuant to which Mr. Schmidt was appointed as Chief Accounting Officer
of Edgewell. There has been no transaction, or proposed transaction, since
October 1, 2021 to which Mr. Schmidt or any member of his immediate family had
or is to have a direct or indirect material interest or any other related
transaction with Edgewell within the meaning of Item 404(a) of Regulation S-K.
There are no family relationships between Mr. Schmidt and any of Edgewell's
other directors, executive officers, or persons nominated or chosen by Edgewell
to become directors or executive officers.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release on December 16, 2022 announcing Robert
Schmidt was appointed Chief Accounting Officer. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in the accompanying Exhibit 99.1 is being furnished
pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities of that section. The
information contained in the press release shall not be incorporated by
reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, whether made before or after the date hereof, except as shall be
expressly set forth by specific reference in such a filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
Press Release of Edgewell Personal Care Company issued on December 16 ,
99.1 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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