Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 23, 2021, PQ Group Holdings Inc. (the "Company") announced that Michael
Crews will retire from his position as Executive Vice President and Chief
Financial Officer, effective September 30, 2021 (the "Separation Date").
In connection with his planned retirement, Mr. Crews and PQ Corporation ("PQ"),
a wholly owned subsidiary of the Company, have entered into a transition
agreement and general release and waiver of claims, dated March 22, 2021 (the
"Transition Agreement"), under which Mr. Crews has agreed to a general release
of claims in favor of the Company and PQ in exchange for certain payments and
benefits. Under the Transition Agreement, Mr. Crews is entitled to receive:
(a) the payments, benefits and other consideration set forth under, and payable
in accordance with, Section 3.01(d) of the severance agreement between
Mr. Crews, the Company, and PQ, dated August 31, 2017 (the "Severance
Agreement"); (b) continued vesting eligibility for all of his outstanding and
unvested time-based equity awards during the two (2) year period following the
Separation Date, (c) continued vesting eligibility on a pro-rata basis for all
of his outstanding and unvested performance share units ("PSUs") through the
applicable performance period for such PSUs; and (d) the ability to exercise all
vested stock options for a period of two (2) years following the Separation
Date. In addition, the Transition Agreement provides that in the event the
performance vesting conditions associated with outstanding performance-based
stock options and restricted stock held by Mr. Crews are satisfied during the
two-year period following the Separation Date, these awards will be eligible to
vest in accordance with their terms.
Mr. Crews' entitlement to the foregoing payments and benefits is subject to his
continuing compliance with the terms of the Transition Agreement as well as the
terms and conditions of the Severance Agreement. Under the Severance Agreement,
Mr. Crews is subject to noncompetition and nonsolicitation covenants for a
period of 24 months following the termination of his employment as well as
ongoing covenants including relating to non-disparagement and confidentiality.
The foregoing description of the Transition Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
the Transition Agreement, which is incorporated into this Item 5.02 by reference
to Exhibit 10.1 of this Current Report on Form 8-K.
In connection with Mr. Crews' retirement, the Company announced that Michael
Feehan, the Company's current Vice President of Finance and Treasurer, will
assume the role of Chief Financial Officer effective upon the Separation Date.
Mr. Feehan, 45, first joined PQ in December 2006 and he has served as Vice
President of Finance and Treasurer since May 2016. From 2006 to 2008, he served
as Assistant Controller and from 2008 to 2016 he served as Corporate Controller.
He holds a Bachelor of Business Administration degree from the University of
Notre Dame and a Master of Business Administration degree from Villanova
University. Prior to joining PQ, Mr. Feehan served as Director of Finance and
Corporate Controller for Radnor Holdings Corporation and began his career in
public accounting with Arthur Andersen and KPMG.
Item 7.01. Regulation FD Disclosure.
On March 23, 2021, the Company issued a press release announcing the foregoing
executive leadership changes. A copy of the press release is attached hereto as
Exhibit 99.1 The information contained in this Item and in Exhibit 99.1 is being
furnished and shall not be deemed "filed" for any purpose, and shall not be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended, regardless of
any general incorporation language in any such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Transition Agreement and General Release and Waiver of Claims by and
between the Company, PQ and Michael Crews
99.1 Press Release dated March 23, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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