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JOHN BEAN TECHNOLOGIES CORPORATION

(JBT)
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JOHN BEAN TECHNOLOGIES CORP : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

09/30/2020 | 07:25am EDT

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 25, 2020, in connection with his separation from the Company, which was announced on September 24, 2020, John Bean Technologies Corporation (the "Company") and Thomas W. Giacomini entered into a Confidential Transition, Separation and General Release Agreement (the "Giacomini Agreement"). Pursuant to the Giacomini Agreement, Mr. Giacomini will receive a lump sum separation payment equal to $5,200,149, plus the value of 13,395 shares of the Company's common stock based on a per share value equal to the closing price of the common stock on October 1, 2020 (the "Separation Date"). This separation payment is contingent upon Mr. Giacomini's execution and non-revocation of the Giacomini Agreement and a supplemental release reaffirming his release and waiver of claims as set forth in the Giacomini Agreement on the Separation Date. The parties agreed that the Giacomini Agreement will not negatively impact Mr. Giacomini's entitlement to benefits accrued under the Company's employee benefit plans, all of which will be payable in accordance with the terms of the respective plans. Mr. Giacomini agreed that upon receiving the separation payment, he will not be entitled to any additional payments or benefits from the Company, and that all of his unvested LTIP awards will terminate on the Separation Date. Pursuant to the Giacomini Agreement, Mr. Giacomini released, waived and discharged the Company, its subsidiaries and affiliates and all of their respective agents, employees, officers, directors, shareholders, successors and assigns from any and all actions, demands, obligations, agreements or proceedings of any kind, whether known or unknown, at this time, arising out of, or connected with, Mr. Giacomini's employment with the Company, his separation from the Company and/or the end of his employment. Mr. Giacomini will have seven days from the date of the signing of the Giacomini Agreement and the supplemental release to revoke the same. Mr. Giacomini acknowledged and agreed that he will remain bound by, and the separation payment will be made subject to, Section 6 of his employment agreement, dated as of September 20, 2019, with the Company, and the Confidential Information, Non-Competition, Non-Solicitation and Inventions Agreement (the "Restrictive Covenant Agreement") executed pursuant thereto, and reaffirmed the Restricted Covenant Agreement.

A copy of the Giacomini Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summary is qualified in its entirety by reference to the terms and provisions of the Giacomini Agreement.

In connection with Matt Meister's appointment as Interim Chief Financial Officer, Mr. Meister's bi-weekly salary was increased to an annual rate of $425,000 effective September 24, 2020, to continue for the period he serves in the role of Interim Chief Financial Officer. Mr. Meister's target percentage for the annual MIP incentive will remain at 40%. However, the board of directors will take into account his performance and the length of time he serves in this role when determining his 2020 MIP payout in February of 2021. The Board will also factor in these considerations when determining Mr. Meister's February 2021 LTIP award. A copy of the letter describing the changes to Mr. Meister's compensation is attached as Exhibit 10.2 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits



(d) Exhibits



Exhibit No.                                Description

  10.1          Confidential Transition, Separation and General Release Agreement,
              dated as of September 25, 2020, between John Bean Technologies
              Corporation and Thomas W. Giacomini.

  10.2          Letter to Matt Meister, dated September 25, 2020, regarding change
              in compensation.

104           Cover Page Interactive Data File (the cover page XBRL tags are
              embedded within the Inline XBRL document).




                                       2

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Financials (USD)
Sales 2021 1 877 M - -
Net income 2021 141 M - -
Net Debt 2021 435 M - -
P/E ratio 2021 30,4x
Yield 2021 0,30%
Capitalization 4 245 M 4 245 M -
EV / Sales 2021 2,49x
EV / Sales 2022 2,27x
Nbr of Employees 6 200
Free-Float 98,0%
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Mean consensus OUTPERFORM
Number of Analysts 10
Average target price 134,86 $
Last Close Price 133,71 $
Spread / Highest target 23,4%
Spread / Average Target 0,86%
Spread / Lowest Target -31,2%
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Managers and Directors
NameTitle
Brian A. Deck President, Chief Executive Officer & Director
Matthew J. Meister Chief Financial Officer & Executive Vice President
Alan D. Feldman Non-Executive Chairman
Kristina Paschall Executive VP, Chief Information & Digital Officer
Caroline Maury Devine Independent Director
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